HOLDERS (AS DEFINED IN THE INDENTURE) OF CLASS A NOTES EVIDENCING
NOT LESS THAN 66 2/3% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE THEN OUTSTANDING
CLASS A NOTES; AND, PROVIDED FURTHER, THAT (A) SUCH ACTION SHALL NOT, AS
EVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, THE
INSURER AND THE INDENTURE TRUSTEE, ADVERSELY AFFECT IN ANY MATERIAL RESPECT THE
INTERESTS OF ANY NOTEHOLDER AND (B) AN OPINION OF COUNSEL SHALL BE FURNISHED TO
THE INDENTURE TRUSTEE, THE INSURER AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH
AMENDMENT (1) WILL NOT MATERIALLY ADVERSELY AFFECT THE FEDERAL OR ANY APPLICABLE
TAX STATE INCOME OR FRANCHISE TAXATION OF ANY OUTSTANDING NOTE OR ANY NOTEHOLDER
AND (2) WILL NOT CAUSE THE TRUST TO BE AN ASSOCIATION OR PUBLICLY TRADED
PARTNERSHIP TAXABLE AS A CORPORATION FOR FEDERAL OR ANY APPLICABLE TAX STATE
INCOME OR FRANCHISE TAX PURPOSES.
(C)
PROMPTLY AFTER THE EXECUTION OF ANY SUCH AMENDMENT OR CONSENT, THE
OWNER TRUSTEE SHALL FURNISH, AT THE EXPENSE OF THE DEPOSITOR, WRITTEN
NOTIFICATION OF THE SUBSTANCE OF SUCH AMENDMENT OR CONSENT TO THE INDENTURE
TRUSTEE AND EACH OF THE RATING AGENCIES.
(D)
IT SHALL NOT BE NECESSARY FOR THE CONSENT OF THE NOTEHOLDERS OR
THE INDENTURE TRUSTEE PURSUANT TO THIS SECTION 11.1 TO APPROVE THE PARTICULAR
FORM OF ANY PROPOSED AMENDMENT OR CONSENT, BUT IT SHALL BE SUFFICIENT IF SUCH
CONSENT SHALL APPROVE THE SUBSTANCE THEREOF. THE MANNER OF OBTAINING SUCH
CONSENTS (AND ANY OTHER CONSENTS PROVIDED FOR IN THIS AGREEMENT OR IN ANY OTHER
TRANSACTION DOCUMENT) AND OF EVIDENCING THE AUTHORIZATION OF THE EXECUTION
THEREOF SHALL BE SUBJECT TO SUCH REASONABLE REQUIREMENTS AS THE OWNER TRUSTEE
MAY PRESCRIBE.
(E)
PROMPTLY AFTER THE EXECUTION OF ANY AMENDMENT TO THE CERTIFICATE
OF TRUST, THE OWNER TRUSTEE SHALL FILE SUCH AMENDMENT OR CAUSE SUCH AMENDMENT TO
BE FILED WITH THE SECRETARY OF STATE.
(F)
THE OWNER TRUSTEE MAY, BUT SHALL NOT BE OBLIGATED TO, ENTER INTO
ANY SUCH AMENDMENT THAT AFFECTS THE OWNER TRUSTEE'S OWN RIGHTS, DUTIES,
LIABILITIES OR IMMUNITIES (AS SUCH OR IN ITS INDIVIDUAL CAPACITY) UNDER THIS
AGREEMENT OR OTHERWISE.
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(G)
PRIOR TO THE EXECUTION OF ANY AMENDMENT TO THIS AGREEMENT OR ANY
AMENDMENT TO ANY OTHER AGREEMENT TO WHICH THE TRUST IS A PARTY, THE OWNER
TRUSTEE SHALL BE ENTITLED TO RECEIVE AND SHALL BE FULLY PROTECTED IN RELYING
UPON AN OPINION OF COUNSEL STATING THAT THE EXECUTION OF SUCH AMENDMENT IS
AUTHORIZED OR PERMITTED BY THIS AGREEMENT AND THAT ALL CONDITIONS PRECEDENT IN
THIS AGREEMENT TO THE EXECUTION AND DELIVERY OF SUCH AMENDMENT HAVE BEEN
SATISFIED. NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR ELSEWHERE, NO
AMENDMENT, SUPPLEMENT, WAIVER OR CONSENT OF OR WITH RESPECT TO ANY OTHER
TRANSACTION DOCUMENT THAT AFFECTS ANY RIGHT, POWER, AUTHORITY, DUTY, BENEFIT,
PROTECTION, PRIVILEGE, IMMUNITY OR INDEMNITY OF THE OWNER TRUSTEE (AS SUCH OR IN
ITS INDIVIDUAL CAPACITY) SHALL BE BINDING ON THE OWNER TRUSTEE (AS SUCH OR IN
ITS INDIVIDUAL CAPACITY) UNLESS THE OWNER TRUSTEE (AS SUCH AND IN ITS INDIVIDUAL
CAPACITY) SHALL HAVE