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

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding any provision of this Article VIII to the preceding sentencecontrary, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state those changes necessary for compliance with securities law requirements or local income banking laws or franchise taxes imposed on the Trust's property or its incomeregulations; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment does not affect amendment. Additionally, notwithstanding any other provision of this Article VIII to the rightscontrary, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the Issuer by a written instrument signed by each Indenture Trustee to modify, eliminate or add to the provisions of themthis Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Servicer, without the consent of Transferor, the Administrator, the Issuer, the Indenture Trustee or any the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance statements made with the provisions hereof, shall not be considered amendments respect to this Agreement for in any applicable Registration Statement on Form S-3, as amended, under the purpose Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of subsections 12.01(a(x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (b).y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding any provision of this Article VIII to the preceding sentencecontrary, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state those changes necessary for compliance with securities law requirements or local income banking laws or franchise taxes imposed on the Trust's property or its incomeregulations; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment does not affect amendment. Additionally, notwithstanding any other provision of this Article VIII to the rightscontrary, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the Issuer by a written instrument signed by each Indenture Trustee to modify, eliminate or add to the provisions of themthis Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Servicer, without the consent of Transferor, the Administrator, the Issuer, the Indenture Trustee or any the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance statements made with the provisions hereof, shall not be considered amendments respect to this Agreement for in any applicable Registration Statement on Form SF-3, as amended, under the purpose Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of subsections 12.01(a(x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (b)y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating Agency. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "“financial asset securitization investment trust" ” as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's ’s property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, Trustee or the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's CertificateCertificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided further that such action shall not effect a significant change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any provisions thereof. Additionally, notwithstanding any provision of this Article XII to the contrary and in addition to the immediately preceding sentenceparagraph, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its incomethose changes necessary for compliance with securities law requirements; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate confirms in writing that such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issueramendment will not cause a Ratings Effect. Any amendments regarding the addition to or removal of Receivables or Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13herein, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a12.1(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding any provision of this Article VIII to the preceding sentencecontrary, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state those changes necessary for compliance with securities law requirements or local income banking laws or franchise taxes imposed on the Trust's property or its incomeregulations; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment does not affect amendment. Additionally, notwithstanding any other provision of this Article VIII to the rightscontrary, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This this Agreement may also be amended from time to time by an instrument signed by the Servicer, the Transferor, the Administrator Administrator, the Issuer and the Issuer by a written instrument signed by each Indenture Trustee to modify, eliminate or add to the provisions of themthis Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Servicer, without the consent of Transferor, the Administrator, the Issuer, the Indenture Trustee or any the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance statements made with the provisions hereof, shall not be considered amendments respect to this Agreement for in any applicable Registration Statement on Form SF-3, as amended, under the purpose Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and the Owner Trustee of subsections 12.01(a(x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Servicer, the Transferor, the Administrator, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (b).y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Servicer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (i) adding covenants, restrictions or conditions of Transferor, such further covenants, restrictions or conditions as its Board of Directors and Trustee shall consider to be for the benefit or protection of the Investor Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon Transferor, (iii) the issuance of a Supplemental Interest, (iv) the addition of a Participation Interest or receivables arising in VISA, MasterCard or any other type of open end revolving credit card account to the Trust, (v) the assumption by another entity, in accordance with the provisions of this Agreement, of Transferor's obligations hereunder, or (vi) the provision of additional Enhancement for the benefit of Holders of any Series) by Servicer, the Transferor, the Administrator Transferor and the Issuer, by a written instrument signed by each of them, Trustee without the consent of such Holders as provided for in the Indenture Trusteeapplicable Supplement, any Collateral Agent or any of the Noteholders; provided PROVIDED that (ix) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that Transferor reasonably believes that such action shall not adversely affect in any material respect the proposed amendments meet interests of any Investor Holder, (y) the requirements set forth in this subsection Rating Agency Condition shall have been satisfied with respect to any such amendment and (iiz) a Tax Opinion is delivered in connection with any such amendment does not affect amendment. The designation of additional or substitute Transferors or additional Credit Card Originators pursuant to SECTION 2.11 or 2.12 shall be subject to this SECTION 13.1 only to the rights, duties, benefits, protections, privileges or immunities of extent that the Indenture Trustee, the Owner Trustee (as supplement to this Agreement providing for such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or designation amends any of the Noteholders and without satisfaction terms of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Agreement.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (i1) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (2) the Rating Agency Condition has been satisfied and (ii3) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee (including Indenture Trustee in its role as Successor Servicer) or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding sentenceparagraph, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state those changes necessary for compliance with securities law requirements or local income or franchise taxes imposed on the Trust's property or its incomebanking regulations; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment does not affect the rightsamendment. Notwithstanding any other provision of this Article VII, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This this Agreement may also be amended from time to time by the Servicer, an instrument signed by the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each Indenture Trustee to modify, eliminate or add to the provisions of themthis Agreement (i) to facilitate compliance with the FDIC Rule or changes in laws or regulations applicable to the Transferor, without the consent of Issuer, the Indenture Trustee or any the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the Noteholders statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, in each case upon delivery by the Transferor to the Indenture Trustee and without satisfaction the Owner Trustee of (x) an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment will not have an Adverse Effect or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Transferor, the Issuer, the Indenture Trustee or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment and, to the extent a Collateral Certificate is included in the Trust Assets, a Master Trust Tax Opinion with respect to such amendment; provided, however, that the Transferor or the Issuer shall have provided 10 Business Days’ prior written notice of the substance of such amendment to each Note Rating Agency Condition Agency. A copy of any amendment to add, modify or eliminate such provisions as may this Agreement pursuant to this subsection (a) shall be necessary sent to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuereach Note Rating Agency. Any amendments regarding the addition to or removal of Receivables or Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13herein, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a7.1(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for particular accounting treatment under the appropriate generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's ’s property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition is satisfied with respect to such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee may enter into one or more amendments, without the consent of the Indenture Trustee, any Controlling Entity or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency and each Controlling Entity within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, each Controlling Entity and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any Outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, without the consent of any of the Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material -------- ------- respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by the Servicer, the Seller and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor Seller shall have delivered to the Indenture -------- Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (iA) each Transferor Seller delivers to the -------- ------- Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Seller.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, without the consent of any of the Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material -------- ------- respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by the Servicer, the Seller and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor Seller shall have delivered to the Indenture Trustee and the -------- Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (iA) each Transferor Seller delivers to the Indenture Trustee, Trustee -------- ------- and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Seller.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee Trustees an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect Effect, such amendment does not affect the rights, duties or obligations of either Trustee, Servicer or any Successor Servicer hereunder and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will may be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent Trustees an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) the Rating Agency Condition and such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture either Trustee, Servicer or any Successor Servicer hereunder shall have been satisfied with respect to any such amendment. The amendments which the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Series Enhancers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders, or the Series Enhancers, to cure any ambiguity, to correct or supplement any provisions herein, to add other identifying code numbers to the definition of Account or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to SECTION 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; provided , PROVIDED that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will agreement may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, upon satisfaction of the Noteholders Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order (a) to enable all or a portion of the Trust (i) Issuer to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue CodeCode (and, and in connection with any such election, to modify or eliminate existing provisions relating to the intended Federal income tax treatment of the Notes) or (iib) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; providedPROVIDED, however, that (i) each Transferor delivers to the Indenture TrusteeHOWEVER, the Owner Trustee and amendments which the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rightsTransferor, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, Indenture Trustee may make without the consent of the Indenture Trustee or any of the Noteholders and or Series Enhancers pursuant to this sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition of provisions to or removal permit a sale of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance connection with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(aclauses (a) and (b)) above.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under the appropriate generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition is satisfied with respect to such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (i) adding covenants, restrictions or conditions of Transferor, such further covenants, restrictions or conditions as its Board of Directors and Trustee shall consider to be for the benefit or protection of the Investor Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon Transferor, (iii) the issuance of a Supplemental Interest, (iv) the addition of a Participation Interest or receivables arising in VISA, MasterCard or any other type of open end revolving credit card account to the Trust, (v) the assumption by another entity, in accordance with the provisions of this Agreement, of Transferor’s obligations hereunder, or (vi) the provision of additional Enhancement for the benefit of Holders of any Series) by Servicer, the Transferor, the Administrator Transferor and the Issuer, by a written instrument signed by each of them, Trustee without the consent of such Holders as provided for in the Indenture Trusteeapplicable Supplement, any Collateral Agent or any of the Noteholders; provided that (ix) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated ’s Certificate to the date of any such amendment, stating effect that such Transferor reasonably believes that such amendment will action shall not have an Adverse Effect and adversely affect in any material respect the interests of any Investor Holder, (iiy) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment and with respect to any amendment to Section 13.10 or Section 13.16, the S&P Condition shall have been satisfied and (z) a Tax Opinion is delivered in connection with any such amendment. Additionally, notwithstanding The designation of additional or substitute Transferors or additional Credit Card Originators pursuant to Section 2.11 or 2.12 shall be subject to this Section 13.1 only to the preceding sentence, extent that the supplement to this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or providing for such designation amends any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion terms of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Agreement.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferors and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each Transferor the Transferors shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor the Transferors reasonably believes believe that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferors and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferors shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor Transferors without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferors, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferors may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, Trustee or the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which the Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Series Enhancers pursuant to the Indenture Trustee or any of the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (iA) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, Code and (iiB) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (i1) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (2) the Rating Agency Condition has been satisfied and (ii3) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee (including Indenture Trustee in its role as Successor Servicer) or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (iA) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, Code and (iiB) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (i1) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (2) the Rating Agency Condition has been satisfied and (ii3) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Owner Trustee hereunder.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided PROVIDED that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; providedPROVIDED, howeverHOWEVER, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time by the Servicer(including in connection with (i) adding covenants, the restrictions or conditions of Transferor, such further covenants, restrictions or conditions as its Board of Directors and Trustee shall consider to be for the Administrator and the Issuer, by a written instrument signed by each of them, without the consent benefit or protection of the Indenture TrusteeInvestor Holders, and to make the occurrence, or the occurrence and continuance, of a default in any Collateral Agent of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the Noteholders; several remedies provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, in this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its incomeherein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to Trustee upon such default, (iii) each Transferor delivers curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon Transferor, (iii) the issuance of a Supplemental Certificate, (iv) the addition of a Participation Interest or receivables arising in VISA, MasterCard or any other type of open end revolving credit card account to the Indenture TrusteeTrust, (v) the Owner assumption by another entity, in accordance with the provisions of this Agreement, of Transferor's obligations hereunder, or (vi) the provision of additional Enhancement for the benefit of Holders of any Series) by Servicer, Transferor and Trustee and without the consent of such Holders as provided for in the applicable Collateral Agent Supplement, provided that (x) Transferor shall have delivered to Trustee an Officer's Certificate to the effect that Transferor reasonably believes that such action shall not adversely affect in any material respect the proposed amendments meet interests of any Investor Holder, (y) the requirements set forth in this subsection Rating Agency Condition shall have been satisfied with respect to any such amendment and (iiz) a Tax Opinion is delivered in connection with any such amendment does not affect amendment. The designation of additional or substitute Transferors or additional Credit Card Originators pursuant to Section 2.11 or 2.12 shall be subject to this Section 13.1 only to the rights, duties, benefits, protections, privileges or immunities of extent that the Indenture Trustee, the Owner Trustee (as supplement to this Agreement providing for such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or designation amends any of the Noteholders and without satisfaction terms of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Agreement.

Amendment; Waiver of Past Defaults. (a) This Agreement ---------------------------------- or any Supplement may be amended from time to time by (including, without limitation, in connection with (i) adding covenants, restrictions or conditions of the ServicerSeller, the Transferorsuch further covenants, the Administrator restrictions or conditions as its Board of Directors and the Issuer, by a written instrument signed by each of them, without Trustee shall consider to be for the consent benefit or protection of the Indenture TrusteeInvestor Certificateholders, and to make the occurrence, or the occurrence and continuance, of a default in any Collateral Agent of such additional covenants, restrictions or conditions a default or Pay-Out Event permitting the enforcement of all or any of the Noteholders; several remedies provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, in this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its incomeherein set forth; provided, however, that (i) each Transferor delivers in respect of any such additional covenant, -------- ------- restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to the Indenture TrusteeTrustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon the Seller, (iii) the assumption by another entity, in accordance with the provisions of this Agreement, of the Seller's obligations hereunder, or (iv) the provision of additional Series Enhancement for the benefit of Certificateholders of any Series) by the Servicer, the Owner Trustee Seller and the applicable Collateral Agent Trustee without the consent of any of the Certificateholders, provided that (x) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the proposed amendments meet Seller reasonably believes that such action shall not adversely affect in any material respect the requirements set forth in this subsection interests of any Investor Certificateholder and (iiy) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition shall have been satisfied with respect to add, modify or eliminate any such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)amendment.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the IssuerIssuing Entity, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer Issuing Entity at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (ix) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "“financial asset securitization investment trust" ” as described in the provisions of Section 860L of the Internal Revenue Code, and (iiy) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's ’s property or its income; provided, however, that (iA) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (iiB) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer Issuing Entity by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the IssuerIssuing Entity. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for Agreement; provided, however, that such amendments shall be exempt from the purpose of requirements described in subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the IssuerIssuing Entity, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer Issuing Entity at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) Issuing Entity to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuing Entity’s property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, Trustee or the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer Issuing Entity by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to (i) satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral Receivables of the IssuerIssuing Entity and (ii) take any action necessary or advisable to prevent the Issuing Entity from being required to register under the Investment Company Act. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust Issuing Entity as provided in Sections 2.12 2.10 and 2.132.11, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders, or the Series Enhancers, to cure any ambiguity, to correct or supplement any provisions herein, to add other identifying code numbers to the definition of Account or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to Section 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will agreement may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, upon satisfaction of the Noteholders Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order (a) to enable all or a portion of the Trust (i) Issuer to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue CodeCode (and, and in connection with any such election, to modify or eliminate existing provisions relating to the intended Federal income tax treatment of the Notes) or (iib) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trusteeamendments which the Transferor, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, Indenture Trustee may make without the consent of the Indenture Trustee or any of the Noteholders and or Series Enhancers pursuant to this sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition of provisions to or removal permit a sale of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance connection with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(aclauses (a) and (b)) above.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Certificateholders, provided that (i) each an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (iiiii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this (b) This Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferor, the Administrator Transferor and the Issuer Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferor has not delivered an Officer's Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder, or (iv) adversely affect the rating of any Series or Class by a written instrument signed by each of them, any Rating Agency without the consent of the Indenture Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of such Series or Class; provided, further however, that the Transferor shall have delivered to the Trustee a Tax Opinion to the Trustee with respect to any such amendment prior to the effectiveness thereof. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to the Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the Noteholders and without satisfaction consent of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the IssuerSeries Enhancer. (f) Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, Supplement executed in accordance with the provisions hereof, of Section 6.3 shall not be considered amendments an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferor or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of subsections 12.01(athis Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. The Servicer shall provide written notice to the Rating Agencies of any waiver pursuant to this subsection 13.1(g). (h) and (bThe Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.2(d).. Section 13.2

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee Trustees an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect Effect, such amendment does not affect the rights, duties or obligations of either the Trustee, Servicer or any Successor Servicer hereunder and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will may be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent Trustees an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture either Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee Servicer or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Successor Servicer hereunder.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended amended, modified or altered and any provision of this Agreement may be waived in writing from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended, modified or altered for any other purpose and any provision of this Agreement may be waived in writing from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentaction, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and or (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such action. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (iA) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section and (iiB) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Enhancement Providers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Transferor.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.06, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Certificateholders, provided that (i) each an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (iiiii) the Note Rating Agency Condition shall have been satisfied. Additionallysatisfied with respect to any such amendment; provided, notwithstanding the preceding sentencehowever, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or that any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order amendment to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, as a "financial asset securitization investment trust" as described in the provisions of Section 860L of under the Internal Revenue CodeCode (and, in connection with any such election, to modify or eliminate existing provisions relating to the intended Federal income tax treatment of the Certificates and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without made upon satisfaction of the Note Rating Agency Condition with respect to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)amendment without more.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended amended, modified or altered and any provision of this Agreement may be waived in writing from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended, modified or altered and any provision of this Agreement may be waived in writing from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentaction, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such action. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (iA) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Enhancement Providers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Transferor.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, without the consent of any of the Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material -------- ------- respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by the Servicer, the Seller and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor Seller shall have delivered -------- to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, -------- however, that (iA) each Transferor Seller delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent ------- an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Seller.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, without the consent of any of the Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, -------- however, that such action shall not adversely affect in any material respect the ------- interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by the Servicer, the Seller and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor Seller shall have delivered -------- to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, -------- however, that (iA) each Transferor Seller delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent ------- an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Seller.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Security, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Securityholders, provided that (i) each an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Securities of the Transferor or the Servicer) is addressed and delivered to the Trustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (iiiii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this (b) This Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Security) by the Servicer, the Transferor, the Administrator Transferor and the Issuer Trustee, with the consent of the Holders of Investor Securities evidencing not less than 66- 2/3% of the aggregate unpaid principal amount of the Investor Securities of all affected Series for which the Transferor has not delivered an Officer's Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Securityholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Securityholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Securityholder, (ii) change the definition of or the manner of calculating the interest of any Investor Securityholder without the consent of each affected Investor Securityholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Securityholder, or (iv) adversely affect the rating of any Series or Class by a written instrument signed by each of them, any Rating Agency without the consent of the Indenture Trustee Holders of Investor Securities of such Series or any Class evidencing not less than 66-2/3% of the Noteholders and without satisfaction aggregate unpaid principal amount of the Note Investor Securities of such Series or Class; provided, further however, that the Transferor shall have delivered to the Trustee a Tax Opinion to the Trustee with respect to any such amendment prior to the effectiveness thereof. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Securityholder, and the Servicer shall furnish notification of the substance of such amendment to the Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuereach Series Enhancer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, (d) It shall not be considered amendments to this Agreement necessary for the purpose consent of subsections 12.01(a) Investor Securityholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and (b)of evidencing the authorization of the execution thereof by Investor Securityholders shall be subject to such reasonable requirements as the Trustee may prescribe.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferors and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each Transferor the Transferors shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor the Transferors reasonably believes believe that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferors and the Trust, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes but with prior notice to the Rating Agencies (and provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) to assure that the transfer of assets under the Transaction Documents does not qualify for sale treatment under generally accepted accounting principles or, if so determined by the Transferors to qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferors shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor Transferors without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers the Transferors deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferors, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferors may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Trust, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under the appropriate generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition is satisfied with respect to such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer. The Transferor shall provide notice of any such amendment to each Rating Agency. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to SECTION 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; provided , PROVIDED that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will agreement may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, upon satisfaction of the Noteholders Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order (a) to enable all or a portion of the Trust (i) Issuer to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue CodeCode (and, and in connection with any such election, to modify or eliminate existing provisions relating to the intended Federal income tax treatment of the Notes) or (iib) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; providedPROVIDED, however, that (i) each Transferor delivers to the Indenture TrusteeHOWEVER, the Owner Trustee and amendments which the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rightsTransferor, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, Indenture Trustee may make without the consent of the Indenture Trustee or any of the Noteholders and or Series Enhancers pursuant to this sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition of provisions to or removal permit a sale of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance connection with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(aclauses (a) and (b)) above.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Indenture Trustee and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture TrusteeNoteholders, any Collateral Agent or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee Trustees an Officer's Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and Effect, (ii) such amendment does not affect the Note rights, duties or obligations of the Servicer or either Trustee hereunder and (iii) the Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will may be amended by the Servicer, the Administrator Indenture Trustee and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (iA) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent Trustees an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition hereunder shall have been satisfied with respect to any such amendment and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Servicer or either Trustee, . The amendments which the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Series Enhancers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to of a sale of Receivables or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Participations.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended amended, modified or altered and any provision of this Agreement may be waived in writing from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that any such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended, modified or altered for any other purpose and any provision of this Agreement may be waived in writing from time to time by Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentaction, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and or (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such action. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) Issuer to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (iA) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section and (iiB) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Enhancement Providers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Transferor.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (iA) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "“financial asset securitization investment trust" ” as described in the provisions of Section 860L of the Internal Revenue Code, Code and (iiB) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (i1) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (2) the Rating Agency Condition has been satisfied and (ii3) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee (including Indenture Trustee in its role as Successor Servicer) or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to (A) cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto, (B) to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto or (C) qualify for sale treatment under generally accepted accounting principles; provided, that such amendment shall not have an Adverse Effect and, in the case of clause (C), the Transferor shall have delivered a Tax Opinion to the Indenture Trustee with respect to such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).Indenture

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (x) the provision of additional Series Enhancement for the benefit of the Certificateholders of any Series (or the reduction of such Series Enhancement), (y) the addition of a Participation Interest to the Trust or (z) the designation of an Additional Transferor) by the Servicer, the TransferorTransferor (including, the Administrator if applicable, any Additional Transferor being designated) and the Issuer, by a written instrument signed by each of them, Trustee without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Certificateholders, provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated Certificate to the date of any such amendment, stating effect that such the Transferor reasonably believes that such amendment action will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will and any Supplement may be amended by the Servicer, the Administrator Servicer and the Issuer Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders Certificateholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which the Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Certificateholders or Series Enhancers pursuant to the Indenture Trustee or any preceding sentence may include, without limitation, the addition of a sale of Receivables and termination of the Noteholders and without satisfaction Trust upon the occurrence of the Note Rating Agency Condition an Insolvency Event pursuant to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions Section 9.01 hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement or any Trust Regular Interest Supplement may be amended from time to time (including in connection with (i) adding covenants, restrictions or conditions applicable to the rights, responsibilities or duties of RFS Holding, Inc. or the Holder of the Owner Interest Certificate, such further covenants, restrictions or conditions as the Board of Directors of RFS Holding, Inc. and Trustee shall consider to be for the benefit or protection of the Holders, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Trust Regular Interest Supplement which may be defective or inconsistent with any other provision contained herein or in any Trust Regular Interest Supplement or to surrender any right or power conferred upon RFS Holding, Inc. or the Holder of the Owner Interest Certificate, or (iii) the provision of additional Enhancement for the benefit of Holders of any Additional Trust Regular Interest) by the ServicerRFS Holding, Inc., the Transferor, Holder of the Administrator Owner Interest Certificate and the Issuer, by a written instrument signed by each of them, Trustee without the consent of the Indenture TrusteeRequired Parties as provided for in the applicable Trust Regular Interest Supplement, any Collateral Agent or any of the Noteholders; provided that (ix) each Transferor RFS Holding, Inc. shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate to the effect that RFS Holding, dated the date of any such amendment, stating that such Transferor Inc. reasonably believes that such amendment will action shall not have an Adverse Effect and adversely affect in any material respect the interests of any Holder, (iiy) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or satisfied with respect to any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, amendment and (iiz) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth a Tax Opinion is delivered in this subsection and (ii) connection with any such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)amendment.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including, without limitation, in connection with (i) adding covenants, restrictions or conditions of the Transferor, such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the benefit or protection of the Investor Certificateholders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided, however, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon the Transferor, (iii) the issuance of a Supplemental Certificate or Participation, (iv) the addition of a Participation Interest to the Trust, (v) the assumption by another entity, in accordance with the provisions of this Agreement, of the Transferor’s obligations hereunder, (vi) the provision of additional Enhancement for the benefit of Certificateholders of any Series by the Servicer, the Transferor, the Administrator Transferor and the Issuer, by a written instrument signed by each of them, Trustee without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided Certificateholders, (vii) enabling the Trust or a portion thereof to elect to qualify as a FASIT (or comparable tax entity for the securitization of financial assets) in accordance with the Code or (viii) adding any provision to, changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or modifying in any manner the rights of Certificateholders of any Series then issued and outstanding, provided, in each case, that (ix) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated ’s Certificate to the date of any such amendment, stating effect that such the Transferor reasonably believes that such amendment will action shall not have an Adverse Effect adversely affect in any material respect the interests of any Investor Certificateholder, (y) except with respect to clauses (i) and (ii) ), the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment and (z) a Tax Opinion is delivered in connection with any such amendment. Additionally, notwithstanding The designation of additional Transferors pursuant to Section 2.12 shall be subject to this Section 13.1 only to the preceding sentence, extent that the supplement to this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or providing for such designation amends any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion terms of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Agreement.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer as evidenced by an Officer’s Certificate of Transferor to such effect. The Transferor shall provide notice of any such amendment to each Rating Agency. Additionally, this Agreement may be amended from time to time (including to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will agreement may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, upon satisfaction of the Noteholders Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trusteeamendments which the Transferor, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, Indenture Trustee may make without the consent of the Indenture Trustee or any of the Noteholders and or Series Enhancers pursuant to this sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition of provisions to or removal permit a sale of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, without the consent of any of the Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, -------- however, that such action shall not adversely affect in any material respect the ------- interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by the Servicer, the Seller and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor Seller shall have delivered to the -------- Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (iA) each Transferor Seller delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent -------- ------- Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Seller.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Issuer Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any material amendment. Additionally, notwithstanding any provision of this Article VII to the contrary and in addition to the immediately preceding sentenceparagraph, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state those changes necessary for compliance with securities law requirements or local income or franchise taxes imposed on the Trust's property or its incomebanking regulations; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent Issuer Trustee an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) the Note Rating Agency Condition shall have been satisfied with respect to any such amendment. Notwithstanding any other provision of this Article VII, this Agreement may be amended from time to time by an instrument signed by the Transferor, the Issuer and the Indenture Trustee to modify, eliminate or add to the provisions of this Agreement (i) to facilitate compliance with changes in laws or regulations applicable to the Transferor, the Issuer, the Indenture Trustee or the transactions described in this Agreement or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Agreement in any applicable offering document, in each case upon delivery by the Transferor to the Indenture Trustee and the Issuer Trustee of an Officer’s Certificate of the Transferor, dated the date of any such amendment, to the effect that (A) the Transferor reasonably believes that such amendment does will not affect have an Adverse Effect or (B) such amendment is required to remain in compliance with any change of law or regulation which applies to the rightsTransferor, dutiesthe Issuer, benefitsthe Indenture Trustee or the transactions governed by the Transaction Documents, protections, privileges or immunities such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the Indenture Trusteestatements made with respect to this Agreement in any applicable offering document. Additionally, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This notwithstanding any other provision of this Article VII, this Agreement may also be amended from time to time by the Servicer, an instrument signed by the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee to modify, eliminate or any add to the provisions of this Agreement and the Noteholders and without satisfaction of other Transaction Documents to enable the Note Rating Agency Condition Issuer to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 file a Registration Statement (and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment exhibits thereto) for the Collateral offering of securities registered under the Securities Act and to comply with Regulation AB (including, without limitation, ongoing reporting obligations thereunder), upon delivery by the Issuer to the Indenture Trustee and the Transferor of an Officer’s Certificate of the Issuer, dated the date of any such amendment, to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect. A copy of any amendment to this Agreement pursuant to this subsection (a) shall be sent to each Note Rating Agency. Any amendments regarding the addition to or removal of Receivables or Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13herein, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a7.1(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided PROVIDED that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; providedPROVIDED, howeverHOWEVER, that (iA) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Enhancement Providers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Transferor.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer, as evidenced by an Officer’s Certificate of the Transferor to such effect. The Transferor shall provide notice of any such amendment to each Rating Agency. Additionally, this Agreement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, the conveyance of a Participation Interest, the allocation of assets pursuant to Section 4.04, the designation of an Additional Transferor, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will agreement may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, upon satisfaction of the Noteholders Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trusteeamendments which the Transferor, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the Issuer by a written instrument signed by each of them, Indenture Trustee may make without the consent of the Indenture Trustee or any of the Noteholders and or Series Enhancers pursuant to this sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition of provisions to or removal permit a sale of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Indenture Trustee and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture TrusteeNoteholders, any Collateral Agent or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee Trustees an Officer's ’s Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and the proposed amendment meets the requirements set forth in this Section, (ii) such amendment does not affect the Note rights, duties or obligations of the Servicer or either Trustee hereunder and (iii) the Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will may be amended from time to time (including in connection with the issuance of a Supplement Certificate, the designation of Supplemental Accounts under Sections 2.09(a)(i) and 2.09(b), the designation of an Additional Transferor by the Servicer, the Administrator Indenture Trustee and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state State or local income or franchise taxes imposed on the Trust's ’s property or its income; provided, however, that (iA) each the Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent Trustees an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition hereunder shall have been satisfied with respect to any such amendment and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Servicer or either Trustee, . The amendments which the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Series Enhancers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Investor Certificates hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Certificate, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Certificateholders, provided that (i) each an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Certificates of the Transferor or the Servicer) is addressed and delivered to the Trustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (iiiii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this (b) This Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Certificate) by the Servicer, the Transferor, the Administrator Transferor and the Issuer Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Certificates of all affected Series for which the Transferor has not delivered an Officer's Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder, or (iv) adversely affect the rating of any Series or Class by a written instrument signed by each of them, any Rating Agency without the consent of the Indenture Trustee Holders of Investor Certificates of such Series or any Class evidencing not less than 66-2/3% of the Noteholders and without satisfaction aggregate unpaid principal amount of the Note Investor Certificates of such Series or Class; provided, further however, that the Transferor shall have delivered to the Trustee a Tax Opinion to the Trustee with respect to any such amendment prior to the effectiveness thereof. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)each Series Enhancer.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the Issuer, without the consent of any of Indenture Trustee or any Noteholder to cure any ambiguity, to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or to add any other provisions with respect to matters or questions raised under this Agreement which shall not be inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not adversely affect in any material respect the interests of any of the Noteholders. Additionally, this Agreement may be amended from time to time by Servicer, Transferor and Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided PROVIDED that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Enhancement Providers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's 45 property or its income; providedPROVIDED, howeverHOWEVER, that (iA) each Transferor delivers to the Indenture Trustee, the Trustee and Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Trustee or Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement The amendments which Transferor may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, make without the consent of Noteholders or Enhancement Providers pursuant to the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)a Transferor.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with the issuance of a Supplemental Security, conveyance of a Participation Interest, allocation of assets pursuant to Section 4.6, or to change the definition of Monthly Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Securityholders, provided that (i) each an Opinion of Counsel for the Transferor (which Opinion of Counsel may, as to factual matters, rely upon Officer's Securities of the Transferor or the Servicer) is addressed and delivered to the Trustee, dated the date of any such amendment, to the effect that the conditions precedent to any such amendment have been satisfied, (ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (iiiii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this (b) This Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement Supplement may also be amended from time to time (including in connection with the issuance of a Supplemental Security) by the Servicer, the Transferor, the Administrator Transferor and the Issuer Trustee, with the consent of the Holders of Investor Securities evidencing not less than 66- 2/3% of the aggregate unpaid principal amount of the Investor Securities of all affected Series for which the Transferor has not delivered an Officer's Certificate stating that there is no Adverse Effect, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Securityholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to (changes in Pay Out Events or Reinvestment Events that decrease the likelihood of the occurrence thereof shall not be considered delays in the timing of distributions for purposes of this clause) be made to Investor Securityholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Securityholder, (ii) change the definition of or the manner of calculating the interest of any Investor Securityholder without the consent of each affected Investor Securityholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Securityholder, or (iv) adversely affect the rating of any Series or Class by a written instrument signed by each of them, any Rating Agency without the consent of the Indenture Holders of Investor Securities of such Series or Class evidencing not less than 66-2/3% of the aggregate unpaid principal amount of the Investor Securities of such Series or Class; provided, further however, that the Transferor shall have delivered to the Trustee a Tax Opinion to the Trustee with respect to any such amendment prior to the effectiveness thereof. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Securityholder, and the Servicer shall furnish notification of the substance of such amendment to the Rating Agency and each Series Enhancer. (d) It shall not be necessary for the consent of Investor Securityholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Investor Securityholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Notwithstanding anything in this Section to the contrary, no amendment may be made to this Agreement or any Supplement which would adversely affect in any material respect the interests of any Series Enhancer without the Noteholders and without satisfaction consent of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the IssuerSeries Enhancer. (f) Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, Supplement executed in accordance with the provisions hereof, of Section 6.3 shall not be considered amendments an amendment to this Agreement for the purposes of this Section. (g) The Holders of Investor Securities evidencing more than 66- 2/3% of the aggregate unpaid principal amount of the Investor Securities of each Series or, with respect to any Series with two or more Classes, of each Class (or, with respect to any default that does not relate to all Series, 66-2/3% of the aggregate unpaid principal amount of the Investor Securities of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Securityholders, waive any default by the Transferor or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Investor Securityholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of subsections 12.01(athis Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. The Servicer shall provide written notice to the Rating Agencies of any waiver pursuant to this subsection 13.1(g). (h) and (bThe Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. In connection with the execution of any amendment hereunder, the Trustee shall be entitled to receive the Opinion of Counsel described in subsection 13.2(d).. Section 13.2

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate’s Certificate of such Transferor, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided further that such action shall not effect a significant change in the Permitted Activities of the Trust except for those changes necessary for compliance with accounting requirements or tax requirements or required to cure any ambiguity or correct or supplement any provision contained in this Agreement which may be defective or inconsistent with any provisions thereof. Additionally, notwithstanding any provision of this Article XII to the contrary and in addition to the immediately preceding sentenceparagraph, this Agreement will may also be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee or any of an Issuer Tax Opinion and, to the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable extent a Collateral Certificate is included in order to enable all or a portion of the Trust Assets, a Master Trust Tax Opinion, to provide for (i) to qualify as, the establishment of multiple asset pools and to permit an election the designation of Trust Assets to be made to cause the Trust to be treated as, a "financial included as part of specific asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and pools or (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its incomethose changes necessary for compliance with securities law requirements; provided, however, that (i) each Transferor delivers the Issuer shall deliver to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the requirements set forth in this subsection future and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate confirms in writing that such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issueramendment will not cause a Ratings Effect. Any amendments regarding the addition to or removal of Receivables or Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13herein, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a12.1(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator and the IssuerIssuing Entity, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; provided that (i) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer Issuing Entity at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "“financial asset securitization investment trust" ” as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's ’s property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer Issuing Entity by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the IssuerIssuing Entity. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, acting on the Administrator instruction of the O/C Holder and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent the Note Administrator or any of the Noteholders; provided that (i1) each Transferor the O/C Holder shall have delivered to the Indenture Trustee Trustee, the Note Administrator and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such Transferor O/C Holder reasonably believes that such amendment will not have an Adverse Effect and (ii2) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor Transferor, acting at the direction of the O/C Holder, without the consent of the Indenture Trustee Trustee, the Note Administrator or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order (i) to enable all or a portion of the Trust (ia) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "“financial asset securitization investment trust" ” as described in the provisions of Section 860L of the Internal Revenue Code, and Code or (iib) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's ’s property or its incomeincome or (ii) to allow the transfer of Receivables to the Trust as contemplated in this Agreement to qualify for sale treatment under GAAP or to allow the Trust to qualify as a qualified special purpose entity under FASB Statement No. 140; provided, however, that (i1) each Transferor the O/C Holder delivers to the Indenture Trustee, the Note Administrator and the Owner Trustee a Tax Opinion and the applicable Collateral Agent an Officer's ’s Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (2) the Rating Agency Condition shall have been satisfied with respect to any such amendment and (ii3) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities obligations of the Indenture Trustee, the Note Administrator or the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (x) the provision of additional Series Enhancement for the benefit of the Certificateholders of any Series (or the reduction of such Series Enhancement), (y) the addition of a Participation Interest to the Trust or (z) the designation of an Additional Seller) by the Servicer, the TransferorSellers (including, the Administrator if applicable, any Additional Seller being designated) and the Issuer, by a written instrument signed by each of them, Trustee without the consent of the Indenture Trustee, any Collateral Agent or any of the Noteholders; Certificateholders, provided that (i) each Transferor Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated Certificate to the date of any such amendment, stating effect that such Transferor Seller reasonably believes that such amendment action will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or satisfied with respect to any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunderamendment. This Agreement or any Supplement may also be amended from time to time by the Servicer, the Transferor, the Administrator Sellers and the Issuer by a written instrument signed Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) adversely affect the rating of any Series or Class by each of them, Rating Agency without the consent of the Indenture Trustee Holders of Investor Certificates of such Series or any Class evidencing not less than 66-2/3% of the Noteholders and without satisfaction aggregate Investor Amount of the Note Investor Certificates of such Series or Class. Any amendment to be effected pursuant to this paragraph shall be deemed not to adversely affect any outstanding Series with respect to which the Sellers shall deliver an Opinion of Counsel, addressed and delivered to the Trustee, that such action will not, in such counsel's reasonable opinion, have an Adverse Effect with respect to such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency Condition to add, modify or eliminate such provisions as may Agency. It shall not be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such 95 consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the Issuerexecution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, Supplement executed in accordance with the provisions hereof, of subsection 6.03(b) shall not be considered amendments an amendment to this Agreement for the purpose purposes of subsections 12.01(a) and (b)this Section.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Seller and the Issuer, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; provided that (i) each Transferor -------- Seller shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such Transferor Seller reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer at the direction of the Transferor Seller without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust Issuer (i1) to qualify as, and to permit an election to be made to cause the Trust Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii2) to avoid the imposition of state or local income or franchise taxes imposed on the TrustIssuer's property or its income; provided, however, that (iA) each Transferor Seller delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent -------- ------- Owner Trustee an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection Section, (B) the Rating Agency Condition has been satisfied, and (iiC) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which Seller may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as preceding sentence may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding include the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (i) adding covenants, restrictions or conditions of Transferor, such further covenants, restrictions or conditions as its Board of Directors and Trustee shall consider to be for the benefit or protection of the Investor Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or Early Amortization Event permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; PROVIDED, HOWEVER, that in respect of any such additional covenant, restriction or condition such amendment may provide for a particular period of grace after default or may provide for an immediate enforcement upon such default or may limit the remedies available to Trustee upon such default, (ii) curing any ambiguity or correcting or supplementing any provision contained herein or in any Supplement which may be defective or inconsistent with any other provision contained herein or in any Supplement or to surrender any right or power conferred upon Transferor, (iii) the issuance of a Supplemental Certificate, (iv) the addition of a Participation Interest or receivables arising in VISA, MasterCard or any other type of open end revolving credit card account to the Trust, (v) the assumption by another entity, in accordance with the provisions of this Agreement, of Transferor's obligations hereunder, or (vi) the provision of additional Enhancement for the benefit of Holders of any Series) by Servicer, the Transferor, the Administrator Transferor and the Issuer, by a written instrument signed by each of them, Trustee without the consent of such Holders as provided for in the Indenture Trusteeapplicable Supplement, any Collateral Agent or any of the Noteholders; provided PROVIDED that (ix) each Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendment, stating that such Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfied. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator and the Issuer at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that Transferor reasonably believes that such action shall not adversely affect in any material respect the proposed amendments meet interests of any Investor Holder, (y) the requirements set forth in this subsection Rating Agency Condition shall have been satisfied with respect to any such amendment and (iiz) a Tax Opinion is delivered in connection with any such amendment does not affect amendment. The designation of additional or substitute Transferors or additional Credit Card Originators pursuant to SECTION 2.11 or 2.12 shall be subject to this SECTION 13.1 only to the rights, duties, benefits, protections, privileges or immunities of extent that the Indenture Trustee, the Owner Trustee (as supplement to this Agreement providing for such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or designation amends any of the Noteholders and without satisfaction terms of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Agreement.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Issuer and the IssuerIndenture Trustee, by a written instrument signed by each of them, without consent of any of the Noteholders or the Series Enhancers, but with the prior written consent of the Investor Representative, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, or (iii) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not adversely affect in any material respect the interest of any of the Noteholders or any Series Enhancer as evidenced by an Officer’s Certificate of Transferor to such effect. The Transferor shall provide notice of any such amendment to each Rating Agency. Additionally, this Agreement may be amended from time to time (including to change the definition of Collection Period, Determination Date or Distribution Date) by the Servicer, the Transferor, the Issuer and the Indenture Trustee, by a written instrument signed by each of them, without the consent of any of the Indenture Trustee, any Collateral Agent Series Enhancers or any of the Noteholders; , but with the prior written consent of the Investor Representative, provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's ’s Certificate, dated the date of any such amendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding Notwithstanding anything else to the preceding sentencecontrary herein, this Agreement will may be amended by the Servicer, the Administrator Transferor, the Issuer and the Issuer at the direction Indenture Trustee, by a written instrument signed by each of the Transferor them without the consent of the Indenture Trustee Noteholders or any the Series Enhancers, but with the prior written consent of the Noteholders Investor Representative, upon satisfaction of the Rating Agency Condition with respect to add, modify or eliminate such provisions amendment (without anything further) as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of any withholding taxes or state or local income or franchise taxes imposed on the Trust's Issuer’s property or its income; provided, however, that (i) each Transferor delivers to the Indenture Trustee, the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection and (ii) such amendment does not affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b).

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerOwner Trustee, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Trustee or any of the Noteholders; , provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment; provided, however, the Servicer, the Transferor and the Owner Trustee, may enter into one or more amendments, without the consent of the Indenture Trustee or the Holders of any Notes or prior notice to the Rating Agencies (provided that a final amendment to this Agreement signed by the parties hereto shall be delivered to each Rating Agency within 10 days of its execution) in order to cure any ambiguity, to correct or supplement any provision herein or in any amendment hereto that may be inconsistent with any other provision herein or in any amendment hereto or to make any other provisions with respect to matters or questions arising under this Agreement or in any amendment hereto; provided, that such amendment shall not have an Adverse Affect. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Owner Trustee at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) each Rating Agency will have notified the Transferor, the Servicer, the Indenture Trustee and the Owner Trustee in writing that the amendment will not result in a reduction or withdrawal of the rating of any outstanding Series or Class as to which it is a Rating Agency and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any the Owner Trustee hereunder. The amendments which the Transferor may make without the consent of Noteholders or Series Enhancers pursuant to the Noteholders and preceding sentence may include, without satisfaction of the Note Rating Agency Condition to addlimitation, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose a sale of subsections 12.01(a) and (b)Receivables.

Amendment; Waiver of Past Defaults. (a) This Agreement may be amended by the parties hereto from time to time prior to, or in connection with, the issuance of the first Series of Notes hereunder without the requirement of any consents or the satisfaction of any conditions set forth below. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator Transferor and the IssuerTrust, by a written instrument signed by each of them, without the consent of the Indenture Trustee, any Collateral Agent Series Enhancer or any of the Noteholders; provided that (i) each the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee an Officer's Certificate, dated the date of any such amendmentAmendment, stating that such the Transferor reasonably believes that such amendment will not have an Adverse Effect and (ii) the Note Rating Agency Condition shall have been satisfiedsatisfied with respect to any such amendment. Additionally, notwithstanding the preceding sentence, this Agreement will be amended by the Servicer, the Administrator Servicer and the Issuer Trust at the direction of the Transferor without the consent of the Indenture Trustee or any of the Noteholders or Series Enhancers to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Internal Revenue Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust's property or its income; provided, however, that (i) each the Transferor delivers to the Indenture Trustee, Trustee and the Owner Trustee and the applicable Collateral Agent an Officer's Certificate to the effect that the proposed amendments meet the requirements set forth in this subsection subsection, (ii) the Rating Agency Condition shall have been satisfied with respect to such amendment and (iiiii) such amendment does not affect the rights, duties, benefits, protections, privileges duties or immunities of the Indenture Trustee, the Owner Trustee (as such or in its individual capacity) or the applicable Collateral Agent hereunder. This Agreement may also be amended from time to time by the Servicer, the Transferor, the Administrator and the Issuer by a written instrument signed by each of them, without the consent obligations of the Indenture Trustee or any of the Noteholders and without satisfaction of the Note Rating Agency Condition to add, modify or eliminate such provisions as may be necessary to satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet treatment for the Collateral of the Issuer. Any amendments regarding the addition to or removal of Collateral Certificates or Receivables from the Trust as provided in Sections 2.12 and 2.13, executed in accordance with the provisions hereof, shall not be considered amendments to this Agreement for the purpose of subsections 12.01(a) and (b)Owner Trustee hereunder.