Except as permitted expressly by the Indenture or as otherwise set forth herein, as applicable, this Agreement may not be amended except by an instrument in writing, signed by the Depositor and the Issuer, with the written consent of the Administrative Agent and, if requested by the Administrative Agent, supported by the delivery of an Issuer Tax Opinion. In addition, so long as the Notes are outstanding, this Agreement may not be amended without, collectively (x) (i) the consent of the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and (ii) the consent of the Series Required Noteholders for each Series of Variable Funding Notes, or (y) (i) the amendment is for a purpose for which the Indenture could be amended without any Noteholder consent pursuant to Section 12.1 thereof and (ii) the Depositor shall have delivered to the Indenture Trustee an officer’s certificate to the effect that the Depositor reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect at any time in the future. Any such amendment requested by the Depositor shall be at its own expense. Amendments shall require notice to Note Rating Agencies, if any, as described in Section 11(a) of the Receivables Sale Agreement.