TO THE TRUSTEE IN ADDITION TO SUCH
RESPONSIBLE OFFICER'S CERTIFICATE); PROVIDED, FURTHER ANY AMENDMENT THAT IS
ENTERED INTO TO PROVIDE ADDITIONAL ENHANCEMENT FOR ANY OUTSTANDING SERIES OR TO
CONFORM TO REGULATIONS ISSUED BY THE INTERNAL REVENUE SERVICE SHALL BE DEEMED TO
HAVE NO MATERIAL ADVERSE EFFECT WITH RESPECT TO THE COMPANY. THE TRUSTEE MAY,
BUT SHALL NOT BE OBLIGATED TO, ENTER INTO ANY SUCH AMENDMENT PURSUANT TO THIS
SECTION 10.01(A) OR SECTION 10.01(B) WHICH AFFECTS THE TRUSTEE'S RIGHTS, DUTIES
OR IMMUNITIES UNDER ANY POOLING AND SERVICING AGREEMENT OR OTHERWISE.
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(B)
SUBJECT TO SECTION 10.01(C), ANY POOLING AND SERVICING AGREEMENT
AND, TO THE EXTENT PROVIDED IN ANY POOLING AND SERVICING AGREEMENT, ANY OTHER
AGREEMENT RELATING TO THE RECEIVABLES MAY ALSO BE AMENDED (OTHER THAN IN THE
CIRCUMSTANCES REFERRED TO IN SECTION 10.01(A)) IN WRITING FROM TIME TO TIME BY
THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE WITH THE CONSENT OF THE FUNDING
AGENT(S) REPRESENTING INVESTOR CERTIFICATEHOLDERS OF MORE THAN 50% OF THE
AGGREGATE INVESTED AMOUNT FOR THE PURPOSE OF ADDING ANY PROVISIONS TO OR
CHANGING IN ANY MANNER OR ELIMINATING ANY OF THE PROVISIONS OF SUCH POOLING AND
SERVICING AGREEMENT OR SUCH OTHER AGREEMENT OR OF MODIFYING IN ANY MANNER THE
RIGHTS OF HOLDERS OF ANY SERIES THEN ISSUED AND OUTSTANDING; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL (I) REDUCE IN ANY MANNER THE AMOUNT OF, OR DELAY
THE TIMING OF, DISTRIBUTIONS WHICH ARE REQUIRED TO BE MADE ON ANY INVESTOR
CERTIFICATE OF SUCH SERIES WITHOUT THE CONSENT OF SUCH INVESTOR
CERTIFICATEHOLDER OF SUCH SERIES; (II) CHANGE THE DEFINITION OF OR THE MANNER OF
CALCULATING THE INTEREST OF ANY INVESTOR CERTIFICATEHOLDER OF SUCH SERIES
WITHOUT THE CONSENT OF SUCH INVESTOR CERTIFICATEHOLDER; OR (III) REDUCE THE
AFORESAID PERCENTAGE OF THE INVESTED AMOUNT OF ANY ADVERSELY AFFECTED SERIES OR
CLASS THE HOLDERS OF WHICH ARE REQUIRED TO CONSENT TO ANY SUCH AMENDMENT WITHOUT
THE CONSENT OF ALL INVESTOR CERTIFICATEHOLDERS OF EACH SERIES ADVERSELY AFFECTED
IN ANY MATERIAL RESPECT.
(C)
NOTWITHSTANDING ANYTHING IN THIS SECTION 10.01 TO THE CONTRARY,
THE SUPPLEMENT WITH RESPECT TO ANY SERIES MAY BE AMENDED ON THE TERMS AND WITH
THE PROCEDURES PROVIDED IN SUCH SUPPLEMENT.
(D)
IT SHALL NOT BE NECESSARY FOR THE CONSENT OF INVESTOR
CERTIFICATEHOLDERS UNDER SECTION 10.01(B) 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)
IN EXECUTING OR ACCEPTING ANY AMENDMENT PURSUANT TO THIS SECTION
10.01, THE TRUSTEE SHALL, UPON REQUEST, BE ENTITLED TO RECEIVE AND RELY UPON (I)
AN OPINION OF COUNSEL STATING THAT SUCH AMENDMENT IS AUTHORIZED PURSUANT TO A
SPECIFIC PROVISION OF A POOLING AND SERVICING AGREEMENT AND COMPLIES WITH SUCH
PROVISION, (II) A CERTIFICATE FROM A RESPONSIBLE OFFICER OF THE COMPANY STATING
THAT (A) SUCH AMENDMENT SHALL NOT ADVERSELY AFFECT THE INTERESTS OF THE