Common use of Acts of Noteholders Clause in Contracts

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust and the Issuing Entity, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a Class specified percentage of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except . Except as herein otherwise expressly provided in this Indenture such action shall will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly if required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein in such instrument or instruments and evidenced therebyby such instrument or instruments) are herein sometimes referred to in this Indenture as the “ActAct of Noteholders” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall will be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3. The Issuer by entering into this Indenture, and each Noteholder, by its acceptance of a Note, directs the Indenture Trustee to execute and deliver the Control Agreement and the Joinder Agreement with respect to the Indenture Trustee. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Any Act of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall Noteholders will bind the Holder Noteholder of every Note issued upon the registration thereof of such Note or in exchange therefor for such Note or in lieu thereofof such Note, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereonon such Note, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, so long as any other Person is a Noteholder, none of the Seller, the Issuer or any Affiliate controlled by Oportun or controlling Oportun shall have any right to vote with respect to any Note. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, ; whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a of any Class of Noteholders any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trustapplicable Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” or “Acts” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuers if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Outstanding Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity applicable Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustEntity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity in reliance thereon, ; whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Supplement to be given or taken by Noteholders or a Class of Noteholders may be (i) embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing, (ii) evidenced by the written consent or direction of Noteholders of the specified percentage of the principal amount of the Notes, or (iii) evidenced by a combination of such instrument or instruments; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instruments, or consent or direction, are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsIssuer. Proof of execution of any such instrument or of a writing appointing any such agent or of the execution of any written consent or direction shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by Act of the Holder of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall will be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall will be proved established by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall will bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustEntity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” Act of the Noteholders Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note. (e) The Indenture Trustee shall promptly deliver to the Swap Counterparty, if any copies of any notice it receives from the Noteholders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustOwner Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityOwner Trustee, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Owner Trustee in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Dollar value of aggregate unpaid principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the Seller, the Depositor, the initial Servicer, the Issuer or any Affiliate controlled by Conn Appliances or controlling Conn Appliances shall have any right to make any request, demand, authorization, direction, notice, consent, vote or waiver with respect to any Note. (other than with respect to any Class R Notes in connection with the exercise of the Optional Redemption unless the only Class R Notes held by such entities are equal to the Tax Matters Partner Amount) unless all of the Notes are then owned by the Issuer, the Seller, the Depositor, the initial Servicer, or any of their respective Affiliates or any of their respective Affiliates, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, vote or waiver, only Notes that Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) Noteholder shall bind the Holder of every Note Noteholder issued upon the registration thereof or of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing contained in this Section shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of A Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Class A Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Class A Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (c) The ownership of Class A Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Class A Notes (or any one or more Predecessor Notes) shall bind the Holder of every Class A Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Class A Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustEntity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” Act of the Noteholders Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note. (e) The Indenture Trustee shall promptly deliver to the Swap Counterparty copies of any notice it receives from the Noteholders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of the Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority or distinction as among all of the Notes; provided, however, that any Notes owned by the Seller or any Affiliate thereof, during the time such Notes are so owned by them, shall be without voting or consent rights for any purpose set forth in the Basic Documents and such Notes. The Seller shall notify the Trustee promptly after it or any of its Affiliates become the owner of a Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Holders of Class of Noteholders A Notes may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Holders in person Person or by agents an agent duly appointed in writing; and , and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.314.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership principal amount, notional amount and registered numbers of Class A Notes held by any Person, and the date of his holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Class A Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of such Class A Note and of every Class A Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Class A Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Dollar value of Outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Dollar value of aggregate unpaid principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee or successor thereof) of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) Noteholder shall bind the Holder of every Note Noteholder issued upon the registration thereof or of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing contained in this Section shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, ; whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this the Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this the Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the which Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the Sellers, the Issuer or any Affiliate of CFA shall have any right to vote with respect to any Note. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.112.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to the minimum number or Dollar value of outstanding principal amount represented by such Noteholders; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is to the extent hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders --- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3.12.3. ------------ (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class Series of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writingwriting and shall be subject to Section 5.11 hereof; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Facility Administrator and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee and/or the Facility Administrator, as applicable, deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Facility Administrator or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a of any Class of Noteholders any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trustapplicable Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuers if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity applicable Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3SECTION 11.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, "Action") provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 804, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.1701) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 804. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustEntity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” Act of the Noteholders Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note. (e) [The Indenture Trustee shall promptly deliver to the Swap Counterparty copies of any notice it receives from the Noteholders.]

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series or Class are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or limited liability company or a member of a partnership, on behalf of such corporation or limited liability company or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.3. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the which Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03 hereof. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any reasonable manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note RegisterRegister and the record date applicable to any solicitation for an Act of the Noteholders shall comply with Trust Indenture Act Section 316(c). (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) Note shall bind the every Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an "Action") provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced any evidence by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him or her the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his or her authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not any notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of such Noteholders, which term shall also refer to the instruments or a Class of Noteholders record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing; , at any meeting of Noteholders duly called and except held in accordance with the provisions of Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, Trustee and, where when it is hereby expressly requiredspecifically required herein, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsIssuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.18.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.39.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 10.5. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer, and where such execution is by an officer of a corporation or association or of the Issuer, on behalf of such corporation, association or the Issuer, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any manner that other manner, which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes held by any Person and the date or dates of holding the same shall be proved by the Note RegisterRegister and the Indenture Trustee shall not be affected by notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder act of any Notes Noteholder (or any one or more Predecessor Notesi) shall bind the Holder holder of such Note and every future Noteholder of the same Note and the Noteholder of every Note issued upon the registration transfer thereof or in the exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof. (e) Until such time as written instruments shall have been delivered to the Indenture Trustee with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable. (f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted by the Trust Indenture Act, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to sign any instrument evidencing or embodying an Act of the Noteholders. If a record date is fixed, those Persons who were Noteholders at such record date (or their duly appointed agents), and only those Persons, shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders or to revoke any such instrument previously signed, whether or not such Persons continue to be Noteholders after such record date. No such instrument shall be valid or effective if signed more than 90 calendar days after such record date, and may be revoked as provided in paragraph (e) above. (h) The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a of any Class of Noteholders any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trustapplicable Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuers if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, amendment, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity applicable Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any If, at any time, there is more than one Holder of the Notes, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders shall, unless otherwise expressly provided herein, be taken by the Holders of 51% of the aggregate Note Principal Balance of Notes Outstanding (the "Majority Holders") and, whether to be taken by all or a Class less than all of Noteholders the Holders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby herein expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee reasonably deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) Note shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any If, at any time, there is more than one Holder of the Notes, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders shall, unless otherwise expressly provided herein, be taken by the Holders of 51% of the aggregate Note Principal Balance of Notes Outstanding (the “Majority Holders”) and, whether to be taken by all or a Class less than all of Noteholders the Holders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby herein expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee reasonably deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) Note shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders --- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3.12.03. ------------- (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to the minimum number or Dollar value of outstanding principal amount represented by such Noteholders; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is to the extent hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 804, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.1701) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 804. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” or “Acts” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.313.05. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Requisite Majority, unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Outstanding Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, ------------------- authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsIssuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.310.02. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.not

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Master Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Master Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the BWF, BCC, the Issuer or any Affiliate of a Brooke Party or any Affiliate controlling a Brooke Party shall have any right to vote with respect to any Note, provided that the voting rights of any other Affiliate of a Brooke Party shall be subject to Section 3.16(a) of the TIA (if this Master Trust Indenture is required to be qualified under the TIA). (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a limited liability company or a partnership on behalf of such corporation, limited liability company or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register.. KL2 3395391.6 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in with respect of to anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and/or the Securities Administrator, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, Trustee and/or the Grantor Trust Securities Administrator and the Issuing EntityIssuer, if made in the manner provided in this Section 11.310.03 hereof. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee and/or the Securities Administrator deems sufficient. (c) The ownership of Notes shall be proved by the Note RegisterRegistrar. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Securities Administrator or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby 75 Indenture expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note RegisterRegister and the record date applicable to any solicitation for an Act of the Noteholders shall comply with Section 316(c) of the Trust Indenture Act. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness to such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by individual signing such instrument or writing acknowledged to him the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.execution

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a of any Class of Noteholders any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” or “Acts” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Outstanding Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written direction of the vote of Noteholders of Notes representing more than 50% of the aggregate Note Principal Balance of the Outstanding Notes, unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Note Principal Balance and certificate numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such XI-2 100 instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the Sellers, the Initial Seller, the Issuer or any Affiliate controlled by Conn or controlling Conn shall have any right to vote with respect to any Note, provided that the voting rights of any other Affiliate of Conn shall be subject to Section 3.16(a) of the TIA (if this Indenture is required to be qualified under the TIA). (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a the Noteholders of any Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Note Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, so long as any other Person is a Noteholder, none of the Seller, the Issuer or any Affiliate controlled by Oportun or controlling Oportun shall have any right to vote with respect to any Note. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register.. 4166-0661-7649.19 (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, ------------------- authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or --- instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust ------------ Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3.11.03. ------------- (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders of any Class, of any Series or a Class of Noteholders in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 804, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.1701) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 804. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series or Class are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or limited liability company or a member of a partnership, on behalf of such corporation or limited liability company or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (dii) Any request, demand, authorization, direction, notice, consent, waiver The ownership of Bearer Notes or other action coupons will be proved by the Holder production of any such Bearer Notes (or any one coupons or more Predecessor Notes) shall bind by a certificate, satisfactory to the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by Issuer and the Indenture Trustee, executed, by any bank, trust company, or recognized securities dealer, as depositary, wherever situated, satisfactory to the Grantor Trust Issuer. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Issuing Entity Person named in reliance thereon, whether such certificate. Any such certificate may be issued in respect of one or not notation more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such action certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is made upon produced, (B) the Bearer Note or coupon specified in such Notecertificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section SECTION 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Facility Administrator and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee and/or the Facility Administrator, as applicable, deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Facility Administrator or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture in respect of the Class A Notes to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent or proxy duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly requiredrequired pursuant to this Indenture, to the Issuing Entity and Issuer, the Grantor TrustCollateral Agent or the Seller. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Issuer, the Collateral Agent and the Issuing EntitySeller, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved (i) by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof or (ii) by an affidavit of a witness to such execution sworn to before any such notary or such other officer, and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Noteholders have given any direction, consent or waiver (a "Direction") under this Indenture, Class A Notes owned by Newcourt Credit Group Inc., the Issuer or the Seller, or any Affiliate of Newcourt Credit Group Inc., the Issuer or the Seller shall be disregarded and deemed not to be outstanding for purposes of any such determination; provided that, for the purposes of this Section 1.4(c), the Issuer Trustee, acting in its individual capacity, shall not be deemed an Affiliate of the Seller. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Class A Notes which the Indenture Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Class A Notes, such Class A Notes shall not be proved so disregarded as aforesaid, and (ii) if any amount of such Class A Notes so owned by any such Person have been pledged in good faith, such Class A Notes shall not be disregarded as aforesaid if the Note Registerpledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not Newcourt Credit Group Inc., the Issuer or the Seller or any Affiliate of Newcourt Credit Group Inc., the Issuer or the Seller. (d) Any The Seller, on behalf of the Issuer, may at its option by delivery of an Officers' Certificate to the Indenture Trustee set a record date to determine the Noteholders entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the TIA, such record date shall be the record date specified in such Officers' Certificate, which shall be a date not more than 30 days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Class A Notes have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the outstanding Class A Notes shall be computed as of such record date; provided, however, that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Holder holder of any Notes (or any one or more Predecessor Notes) Class A Note shall bind the Holder holder of every Class A Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Class A Note. (f) Except as otherwise provided in Section 1.4(c) hereof, each Class A Note owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Indenture, without preference, priority or distinction as among all of the Class A Notes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced any evidence by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him or her the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his or her authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not any notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) . (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, ; whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture Agreement to be given or taken by Noteholders or a Class of the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and Sponsor and/or the Grantor TrustNote Insurer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.37.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) Noteholders shall bind the Holder of every Note Noteholders issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.312.03 hereof. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note RegisterRegister and the record date applicable to any solicitation for an Act of the Noteholders shall comply with Trust Indenture Act Section 316(c). (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Indenture Supplement to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided in this Indenture or in any Indenture Supplement such action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and the Servicer, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuers. Such instrument or instruments (and the action embodied therein in this Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Section 6.1Article XI) conclusive in favor of the Indenture Trustee, the Grantor Trust Servicer and the Issuing EntityIssuers, if made in the manner provided in this Section 11.316.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes the Notes, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuers shall solicit from Noteholders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. Any such record date shall be fixed at the Issuers’ discretion. If not set by the Issuers prior to the first solicitation of a Noteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date shall be the date 30 days prior to such first solicitation of Noteholders. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purpose of determining whether Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding shall be computed as of such record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuers in reliance thereon, whether or not notation of such action is made upon such Note. (f) Without limiting the foregoing, a Noteholder entitled hereunder or under any Indenture Supplement to take any action hereunder or thereunder with regard to any Note may do so with regard to all or any part of the principal balance of such Note or by one or more appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal balance of such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of the Majority Noteholders, unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Note Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) Noteholder shall bind the Holder of every Note Noteholder issued upon the registration thereof or of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided, that nothing contained in this Section shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class Series of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writingwriting and shall be subject to Section 5.11 ------------ hereof; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the ----------- Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3.. ------------ (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Base Indenture or any Indenture Supplement to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided in this Base Indenture or in any Indenture Supplement, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustCo-Issuers. Such instrument or instruments (and the action embodied therein in this Base Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Base Indenture as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Base Indenture or any Indenture Supplement and (subject to Section 6.1Article XI) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityCo-Issuers, if made in the manner provided in this Section 11.315.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes the Notes, and the date of holding the same, shall be proved by the Note Register. (d) If the Co-Issuers shall solicit from Noteholders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Co-Issuers may, at their option, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Co-Issuers shall have no obligation to do so. Any such record date shall be fixed at the Co-Issuers’ discretion. If not set by the Co-Issuers prior to the first solicitation of a Noteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date shall be the date 30 days prior to such first solicitation of Noteholders. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purpose of determining whether Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding shall be computed as of such record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Co-Issuers in reliance thereon, whether or not notation of such action is made upon such Note. (f) Without limiting the foregoing, a Noteholder entitled hereunder or under any Indenture Supplement to take any action hereunder or thereunder with regard to any Note may do so with regard to all or any part of the principal balance of such Note or by one or more appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal balance of such Note. (g) The Indenture Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Base Indenture or any documents executed in connection herewith sent by unsecured email or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to the Indenture Trustee an incumbency certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Indenture Trustee email (of .pdf or similar files) (or instructions by a similar electronic method) and the Indenture Trustee in its discretion elects to act upon such instructions, the Indenture Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Trust in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Pound value of Outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes and the O/C Certificates shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Series Supplement to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided in this Indenture or in any Series Supplement such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein in this Indenture or in any Series Supplement and evidenced thereby) are herein sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture or any Series Supplement and (subject to Section 6.1Article XI) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.315.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes the Notes, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer shall solicit from Noteholders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuer prior to the first solicitation of a Noteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date shall be the date 30 days prior to such first solicitation of Noteholders. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purpose of determining whether Noteholders of the requisite proportion of the Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (f) Without limiting the foregoing, a Noteholder entitled hereunder or under any Series Supplement to take any action hereunder or thereunder with regard to any Note may do so with regard to all or any part of the principal balance of such Note or by one or more appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal balance of such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders or a of any Class of Noteholders any Series or in their entirety may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trustapplicable Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” or “Acts” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuers if made in the manner provided in this Section 11.312.05. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the Aggregate Series Principal Balance (or Outstanding Notes of the affected Class, if applicable), unless any greater or lesser percentage is required by the terms hereunder. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Series, Class, Outstanding Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity applicable Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3.Section. 72 (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note RegisterRegister and the record date applicable to any solicitation for an Act of the Noteholders shall comply with Section 3.16(c) of the TIA. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity [and the Grantor Trust]. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” Act of the Noteholders Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.16.01) conclusive in favor of the Indenture Trustee, [,] [and] the Issuing Entity [and the Grantor Trust and the Issuing EntityTrust], if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or [,] [or] the Issuing Entity [or the Grantor Trust] in reliance thereon, whether or not notation of such action is made upon such Note. (e) [The Indenture Trustee shall promptly deliver to the Swap Counterparty copies of any notice it receives from the Noteholders.]

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.01 hereof) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.313.01. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) Note shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) The Holders of not less than 66-2/3% in principal amount of the Controlling Class of Notes Outstanding of a Series may on behalf of the Holders of all the Notes of such Series waive any Cash Accumulation Event or Trigger Event that occurs with respect to such Series.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.310.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, none of the Seller, any Originators, the Issuer or any Affiliate controlled by AIC or controlling AIC shall have any right to vote with respect to any Note, provided that the voting rights of any other Affiliate of AIC shall be subject to Section 3.16(a) of the TIA. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.111.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.3Section. (bc) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any such Notes (or any one or more Predecessor Notes) shall bind such Noteholder and the Holder of every Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustOwner Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.17.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityOwner Trustee, if made in the manner provided in this Section 11.314.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in by the affidavit of a witness of such execution or by the certificate of any manner notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the Indenture Trustee deems sufficientindividual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on 130 behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Owner Trustee in reliance thereon, whether or not notation of such action is made upon such NoteNotes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or any Series Supplement to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided in this Indenture or in any Series Supplement such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein in this Indenture or in any Series Supplement and evidenced thereby) are herein sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture or any Series Supplement and (subject to Section 6.1Article XI) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.315.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes the Notes, and the date of holding the same, shall be proved by the Note Register. (d) If the Issuer shall solicit from Noteholders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuer prior to the first solicitation of a Noteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date shall be the date thirty (30) days prior to such first solicitation of Noteholders. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purpose of determining whether Noteholders of the requisite proportion of the Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Servicer or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (f) Without limiting the foregoing, a Noteholder entitled hereunder or under any Series Supplement to take any action hereunder or thereunder with regard to any Note may do so with regard to all or any part of the principal balance of such Note or by one or more appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal balance of such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or a Class of Noteholders Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; . If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and except evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided provided, such action shall Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments and any such record (and the action Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 6.18.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.31.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.04. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or limited liability company or a member of a partnership, on behalf of such corporation, limited liability company or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner that which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes shall will be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.15.01) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.3Section. With respect to authorization to be given or taken by Noteholders, the Indenture Trustee shall be authorized to follow the written directions or the vote of Noteholders of Notes representing more than 50% of the aggregate Principal Balance of the Outstanding Notes, unless any greater or lesser percentage is required by the terms hereunder; provided, that if no Insurer Default has occurred and is continuing, the written direction of the Insurer shall constitute an Act of the Noteholders. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee reasonably deems sufficient. (c) The ownership Principal Balance and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the Holder act of any Notes (or any one or more Predecessor Notes) Noteholder shall bind every future Noteholder of the Holder same Note and the Noteholder of every Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustCompany. Such instrument or instruments instrument (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityCompany, if made in the manner provided in this Section 11.3Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner that which the Indenture Trustee deems sufficient. In the absence of bad faith on the part of the Trustee, an Officer's Certificate may be deemed to be conclusively proved. (c) The ownership In determining whether the Noteholders of the requisite aggregate unpaid principal then outstanding have given any direction, consent or waiver (a "Direction"), under this Indenture, Notes owned by the Company, or any Affiliate of any such Person shall be disregarded and deemed not to be outstanding under this Indenture for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes so owned by any such Person has been pledged in good faith, such Notes shall not be proved by disregarded as aforesaid if the Note Registerpledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company, or any Affiliate thereof. (d) Any The Company may at its option by delivery of an Officer's Certificate to the Trustee set a record date to determine the Noteholders entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's Note which shall be a date not more than 30 nor less than 15 days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Noteholders of record at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite aggregate principal amount then outstanding have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of such record date; provided that no such consent, request, demand, authorization, direction, notice, waiver or other act by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after the record date. (e) Any direction, consent, waiver or other action by the Holder registered holder of any Notes (or any one or more Predecessor Notes) Note shall bind the Holder registered holder of every Note issued upon the registration transfer thereof or in exchange therefor thereof or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note. (f) Except as otherwise provided in Section 1.4(c), Notes owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Indenture, without preference, priority, or distinction as among all of the Notes.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments instrument(s) of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments instrument(s) are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustIssuer. Such instrument or instruments instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsinstrument(s). Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 11.310.3. At any time the Notes of any Class are maintained on Book-Entry Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Balance of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Balance of the Notes or Class, as the case may be. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the which Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action Act by the Holder of any Notes (or any one or more Predecessor Notes) Noteholder shall bind the Holder of every Note Noteholder issued upon the registration thereof or of the related Note, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such Note. (e) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder and the revisions pursuant hereto for the benefit of such Noteholder; provided that nothing contained in this Section shall be deemed to confer upon Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or Dollar value of aggregate unpaid principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity and the Grantor TrustCo-Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing EntityCo-Issuers, if made in the manner provided in this Section 11.311.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder (and any transferee thereof) of every Note issued upon the registration thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Co-Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a Class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents an agent duly appointed in writing; and , and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity and the Grantor Trust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instrumentsIssuer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee, the Grantor Trust Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 11.32.13. (b) The fact and date of the execution by any person Noteholder of any such instrument or writing may be proved proven in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership of Notes shall be proved proven by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action act by the a Noteholder shall bind every Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted or suffered to be done by the Indenture Trustee, the Grantor Trust Trustee or the Issuing Entity Issuer in reliance thereon, whether or not notation of such action is made upon such NoteNotes. (e) Any Notes held by Affiliates of the Issuer shall be disregarded for the purposes of calculating the Majority-in-Interest or any other Percentage Interest in respect of any act of the Noteholders. (f) The Indenture Trustee may require such additional proof of any matter referred to in this Section 2.13 as it shall deem necessary.