No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller or the Servicer therefrom, shall be effective unless in a writing signed by the Administrative Agent and the Majority Purchasers and, in the case of any amendment, by the other parties thereto and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such material amendment or waiver shall be effective until the Rating Agency Condition shall have been satisfied with respect thereto; provided , further , that no such amendment or waiver shall, unless signed by each Purchaser directly affected thereby, (i) increase the Maximum Purchaser Amount of an Alternate Purchaser, (ii) reduce the Capital or rate of Yield to accrue thereon or any Fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect of the Capital or Yield with respect thereto or any Fees or other amounts payable hereunder, (iv) change the definitions of “Required Purchasers” or “Majority Purchasers”, (v) change the number of Purchasers or Alternate Purchasers which shall be required to take any action under this Section 6.1 or any other provision of this Agreement, (vi) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Administrative Agent or the Purchasers, (vii) extend or permit the extension of the Termination Date (it being understood that a waiver of a Termination Event shall not constitute an extension of the Termination Date) or (viii) change the definition of “Eligible Receivable”, “Aggregate Capital”, “Net Receivables Balance” or “Required Reserve" or amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in such definitions in a manner that would change the computation of the Receivables Interest; and provided , finally , that immaterial amendments to the amount payable by or services provided to the Seller under the Wilmington Trust Service Agreement may be made without the consent of the Administrative Agent or any Purchaser, but with notice to the Administrative Agent. No failure on the part of the Purchasers, the Purchaser Agents or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.