Common use of Acts of Noteholders Clause in Contracts

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Class such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the 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 Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture 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 be made, given vote or taken by Holdersconsent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such 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 IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (ci) The Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register. (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. 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, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or 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 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 produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding. (d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (f) Any Action by the Noteholder Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note. (eg) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (fh) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices. (i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date. (j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders in their capacity as Trust Beneficiaries or otherwise (collectively, an “Act” of any Class such Noteholders, which term shall also refer to the instruments or 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 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 held in accordance with the provisions of Article X of the Indenture, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Insurance Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.15.01) conclusive in favor of the Indenture Insurance Trustee and the Issuer, if made in the manner provided in this Section 1.56.01. The record of any meeting of Noteholders shall be proved in the manner provided in the Indenture. (b) The fact and date of the execution by any 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Insurance Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person and the date or dates of holding the same shall be proved by the Note RegisterRegister in accordance with the Indenture and the Insurance Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefor or in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Insurance) 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting the generality For purposes of this Agreement, Noteholder meetings shall be conducted in accordance with Article X and other provisions of the foregoingIndenture including, a Holder may makewithout limitation, give the determination of whether the Noteholders’ requisite aggregate principal amount of Notes concurring for any request, demand, authorization, direction, notice, consent and waiver or takeother act under this Agreement. (g) Subject to the rights of the Insurer, by a proxy or proxies duly appointed in writingif, any Action provided in this Indenture under the terms of the Indenture, there is to be madeany vote of, given or taken consent or approval sought from, the holders of Covered Interest Period Amounts, the Insurance Trustee will seek instruction from the Trust Beneficiaries in respect of such vote, consent or approval and will only provide such vote, consent or approval as instructed by Holdersthe Trust Beneficiaries.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture or any Indenture Supplement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. Except ; and except as herein otherwise expressly provided, provided in this Indenture or in any Indenture Supplement such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action 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 and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Section 11.1Article XI) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.515.03. (b) The fact and date of the execution by any 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 reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes will 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 Action 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 will bind all subsequent Holders 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 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 Noteholder’s Noterecord date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any 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 done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (ef) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNote. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Base Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Base Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the a Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Base Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Base Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes owned by the Issuer, the Parent or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes will of such class so owned by any such Person have 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 Issuer, the Parent or an Affiliate of any such Person. (d) The Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class 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 Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such 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 Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders holders of any Class the Group I or Group II Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders holders of the Group I or Group II Notes, as applicable, in person or by an agent agents duly appointed in writing. Except ; and except as herein otherwise expressly provided, provided such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 holders of the Group I or Group II Notes, as applicable, signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (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 which that the Indenture Trustee deems sufficient. (c) The ownership of Notes will Group I or Group II Notes, as applicable, shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will holder of any Group I or Group II Notes, as applicable, shall bind all subsequent Holders the holder of such Noteholder’s every Group I or Group II Note, respectively, issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Group I or Group II Note, as applicable. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any Direction under this Indenture, Notes will be proved owned by the Note RegisterIssuer, the Equityholder or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date”, the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 904. (b) The fact and date of the execution by any 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 or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) If the Issuer will solicit from the Holders any Action, the Issuer may, at its option, by an Officer's Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 901 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any Action by the Noteholder Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (ef) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (fg) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 301 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository's standing instructions and customary practices. (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s 's Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository's standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Notes will be proved have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”), under this Indenture, Notes owned by the Note RegisterIssuer, NPS or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes of such class so owned by any such Person have been pledged in good faith, such Notes shall not be disregarded as aforesaid if the pledgee 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 Issuer, NPS or any Affiliate of any such Person. (d) Any Action The Issuer may at its option, by delivery of Officer’s Certificate(s) to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteTrustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any class entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable class at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such class have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (ci) The ownership of Registered Notes will be proved by the Note Register. (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuer, executed by any bank, trust company or recognized securities dealer, wherever situated, satisfactory to the 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 Person named in such certificate. Any such certificate may be issued in respect of one or 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 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 produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding. (d) Any Action If the Issuer will solicit from the Holders any action, the Issuer may, at its option, by an Officer's Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 901 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Noteholder Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six (6) months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any Direction under this Indenture, Notes will be proved owned by the Note RegisterIssuer, the Equityholder, Zealand or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date”, the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Noteholders or Beneficial Holders have given any Direction under this Indenture or any other Transaction Document, Notes owned by Noteholders and Beneficial Holders that have not delivered either a Confidentiality Agreement or a written certification in the form attached as Exhibit H to this Indenture that the Noteholder or Beneficial Holder is not a Restricted Party, any other Non-Permitted Holder, the Issuer, the Equityholder or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes will and Beneficial Interests in respect of which the Trustee has received a Confidentiality Agreement or a written certification in the form attached as Exhibit H to this Indenture that the Noteholder or Beneficial Holder is not a Restricted Party shall be proved by included. Notwithstanding the Note Registerforegoing, if any such Person or Persons (other than any Noteholder or Beneficial Holder that has not delivered a Confidentiality Agreement or a written certification in the form attached as Exhibit H to this Indenture that it is not a Restricted Party) owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date,” the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s Certificate, which shall be a date not more than thirty (30) days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Noteholders of the applicable class at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by a Holder of an Equipment Note (including a Control Party or a Requisite Majority) shall bind the Issuer Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes will be proved owned by the Note RegisterIssuer, any Equityholder or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date”, the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class 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 Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders or Beneficial Holders have given any Direction under this Indenture or any other Transaction Document, Notes will be proved owned by (i) any Noteholder or Beneficial Holder that has not delivered to the Trustee a Confidentiality Agreement or a written certification in the form attached as Exhibit H in which such Noteholder or Beneficial Holder certifies it is not a Restricted Party, (ii) any Noteholder or Beneficial Holder that has delivered the Confidentiality Agreement or the written certification referred to in clause (i) above, but is nonetheless determined in good faith after reasonable investigation by the Note RegisterIssuer, or the Servicer on its behalf, to be a Restricted Party or (iii) any other Non-Permitted Holder, the Issuer, the Equityholder, Theravance Biopharma or any Affiliate of any such Person, shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes and Beneficial Interests in respect of which the Trustee has received a Confidentiality Agreement or a written certification in the form attached as Exhibit H that the Noteholder or Beneficial Holder is not a Restricted Party shall be included; provided that Notes or Beneficial Interests owned by any Noteholder or Beneficial Holder that has delivered the Confidentiality Agreement or the written certification referred to in clause (i) above, but is nonetheless determined in good faith after reasonable investigation by the Issuer, or the Servicer on its behalf, to be a Restricted Party as expressly so stated in a written notice delivered to the Trustee, shall not be included. Notwithstanding the foregoing, if Theravance Biopharma or any of its Affiliates owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date,” the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s Certificate, which shall be a date not more than thirty (30) days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Noteholders of the applicable class at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.510.03. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will Holder of any Notes shall bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Base Indenture or any Series Supplement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. Except ; and except as herein otherwise expressly providedprovided in this Base Indenture or in any Series Supplement, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action action embodied therein in this Base Indenture or in any Series Supplement and evidenced thereby) are herein sometimes referred to in this Base Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Base Indenture or any Series Supplement and (subject to Section 11.1Article XI) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.515.03. (b) The fact and date of the execution by any 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 reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes will 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 Action 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 will bind all subsequent Holders 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 Noteholder’s Noterecord date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any 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 done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (ef) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Series Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount Note. (g) The Indenture Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writingBase Indenture, any Action provided other Transaction Document or any additional document executed in this Indenture to be made, given or taken connection herewith that is transmitted by HoldersElectronic Transmission in accordance with Section 15.14.

Acts of Noteholders. (ap) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (bq) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (cr) The ownership In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (ds) Any Action The Issuer may at its option, by delivery of an Officer's Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer's 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the record date. (t) Any Direction or other action by a Holder of an Equipment Note (including a Control Party or a Requisite Majority) shall bind the Issuer Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture or an Indenture Supplement to be given or taken by the Noteholders or a specified percentage of any Class Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. ; provided, that in determining whether the Noteholders or a specified percentage of Noteholders have given any request, demand, authorization, direction, notice, consent or waiver, only Notes that are Outstanding will be taken in account, in each case in accordance with the final paragraph of the definition of “Outstanding.” Except as herein otherwise expressly provided, provided in this Indenture or an Indenture Supplement such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly if required, to the Issuer. 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 in such instrument or instruments and so voting at any meetingevidenced by such instrument or instruments) are sometimes referred to in this Indenture as the “Act of Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and a related Indenture Supplement and (subject to Section 11.16.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.511.3. (b) The fact and date of the execution by any 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 which that the Indenture Trustee deems sufficient. (c) The ownership Any Act of Notes Noteholders will be proved by the Note Register. (d) Any Action by bind the Noteholder will bind all subsequent Holders of every Note issued upon the registration of such Noteholder’s Note or in exchange for such Note or in lieu of such Note, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon on such Note, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Class series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 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 which the Indenture Trustee deems sufficient. (c) The ownership of Registered Notes will shall be proved by the Note Register. (d) Any Action If the Issuer shall solicit from the Holders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer shall have no obligation to do so. If the Issuer does not so fix a record date, such record date shall be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Noteholder Holders on the record date shall be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class [or the Note Insurer] may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except writing [or the Note Insurer]; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by [the Noteholder will bind all subsequent Note Insurer in accordance with the provisions hereof or] the Holders of such Noteholder’s Noteany Notes shall bind the Holders of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given given, made or taken by Noteholders of any Class may be embodied in and evidenced by one or more substantially concurrent instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person person of a NoteNotes, will shall be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee Issuer and (subject to Section 10.1) in favor of the IssuerTrustee, if made in the manner provided in this Section 1.5Section. (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 of such execution or by the certificate of any notary public or other officer officers authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or corporation, a member of a general partnership, or a general partner of a limited partnership, or by any person purporting to act for a limited liability company or limited liability partnership, on behalf of such corporation or partnershipthereof, such certificate or affidavit will 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 which the Indenture Trustee deems sufficienttherefor. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will Holder of any Note shall bind all subsequent Holders every future Holder of such Noteholder’s Notethe same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such 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 IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (dii) Any Action The ownership of Bearer Notes or coupons will be proved by the Noteholder will bind all subsequent Holders production of such Noteholder’s NoteBearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. 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, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of which may do so pursuant any Bearer Note specified therein will be presumed to such appointment with regard to all or any part continue for a period of one year from the date of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts certificate unless at the time of any determination of such principal amount pursuant to this paragraph shall have holding (A) another certificate bearing a later date issued in respect of the same effect as if given Bearer Note or taken coupon produced, (B) the Bearer Note or coupon specified in such certificate is produced by separate Holders of each some other Person or (C) the Bearer Note or coupon specified in such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture certificate has ceased to be made, given or taken by HoldersOutstanding.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Base Indenture or any Indenture Supplement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. Except ; and except as herein otherwise expressly providedprovided in this Base Indenture or in any Indenture Supplement, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action 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 and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Base Indenture or any Indenture Supplement and (subject to Section 11.1Article XI) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.515.03. (b) The fact and date of the execution by any 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 reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes will 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 Action 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 will bind all subsequent Holders 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 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 Noteholder’s Noterecord date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any 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 done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (ef) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount Note. (g) The Indenture Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this paragraph Base Indenture, any other Transaction Document or any additional document executed in connection herewith that is manually signed, printed on the applicable corporate letterhead and sent by unsecured email sent to xxxxxxxxxxxx@xxxx.xxx or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall have provide to the same effect as if given Indenture Trustee an incumbency certificate listing persons designated to provide such instructions or taken by separate Holders directions (including the email addresses of each such different part. 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 (fof .pdf or similar files) Without limiting and the generality Indenture Trustee in its sole 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 foregoinguse of such electronic methods to submit instructions and directions to the Indenture Trustee, a Holder may makeincluding without limitation the risk of the Indenture Trustee acting on unauthorized instructions, give or take, and the risk of interception and misuse by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersthird parties.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerTrust. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01 hereof) conclusive in favor of the Indenture Trustee and the IssuerTrust, if made in the manner provided in this Section 1.511.03. (ba) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series or Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by 22 MASTER INDENTURE 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 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 which the Indenture Trustee deems reasonably sufficient. (c) (i) The ownership of Registered Notes will shall be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the IssuerSeller. 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” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the IssuerTrust, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder will bind all subsequent Holders of such Noteholder’s Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the a Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

Acts of Noteholders. (a) 1.12.1 Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except writing and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered (via a Clearing System, so long as the Notes are held in such Clearing System) to the Indenture Trustee, Fiscal and Paying Agent (acting as Agent of the Issuer) and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.1Clause 11 (Acceptance and Terms of Appointment)) conclusive in favor of the Indenture Trustee Fiscal and Paying Agent and the Issuer, if made in the manner provided in this Section 1.5Clause 1.12.1. (b) 1.12.2 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 of such execution or by the a certificate of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of such corporation or partnershipcapacity other than his individual capacity, such certificate or affidavit will 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 which that the Indenture Trustee Fiscal and Paying Agent deems sufficient. (c) The 1.12.3 For purposes of this Agreement, the ownership of Notes will shall be proved by the Note Register. (d) . Any Action by request, demand, authorization, direction, notice, consent, waiver or other Act of the Noteholder will of any Note shall bind all subsequent Holders every future Noteholder of such Noteholder’s Note, the same Note and the Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Registrar or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any Class Noteholders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee as herein provided and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.111.02) conclusive in favor of the Indenture Trustee and the Issuer, Issuer if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer'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 other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action by request, demand, authorization, direction, notice, consent, waiver or other Act of any Noteholder or the Noteholder will Noteholders of any Series of Notes shall bind all subsequent Holders every future holder of such Noteholder’s Note, the same Note or Series of Notes and the holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting The Issuer may, but shall not be obligated to, fix a record date for the foregoing, a Holder purpose of determining the Noteholders entitled hereunder to take any Action hereunder with regard action under this Indenture by vote or consent. Such record date shall be the later of 30 days prior to any particular Note may do so with regard to all the first solicitation of such consent or any part vote or the date of the principal amount most recent list of such Note Noteholders, furnished by or by one or more duly appointed agents each of which may do so pursuant to the Trustee prior to such appointment with regard solicitation. If a record date is fixed, those persons who were Noteholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to all take such action by vote or consent or to revoke any part of vote or consent previously given, whether or not such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture persons continue to be made, given or taken by Holdersso after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Class Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the this Master Indenture or to Issuer. 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“ Act ” of the Noteholders or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the or Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Equipment Notes will or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction ”) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Persons own 100% of the Equipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action Issuer may at its option, by delivery of Officers’ Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Equipment Note or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Class such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingUnibanco. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the IssuerUnibanco, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipUnibanco, on behalf of such corporation corporation, association or partnershipUnibanco, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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 Unibanco or any Affiliate thereof. (e) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by Unibanco, bear a notation in form approved by Unibanco as to any action taken by such Act of Noteholders. If Unibanco shall so determine, new Notes so modified as to conform, in the generality opinion of Unibanco, to such action, may be prepared and executed by Unibanco and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) Unibanco 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 foregoingNoteholders. If a record date is fixed, a Holder may make, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture 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 be made, given vote or taken by Holdersconsent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such 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 IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (ci) The ownership of Registered Notes will be proved by the Note Register. (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. 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, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or 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 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 produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding. (d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 1.04. (e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (f) Any Action by the Noteholder Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note. (eg) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (fh) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices. (i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, directiondirec tion, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any Class Noteholders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, as herein provided, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.111.02) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer'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 other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action by request, demand, authorization, direction, notice, consent, waiver or other Act of any Noteholder or the Noteholder will Noteholders of any Series of Notes shall bind all subsequent Holders every future holder of such Noteholder’s Note, the same Note or Series of Notes and the holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "ACT" of any Class such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 71 instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the 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 Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture 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 be made, given vote or taken by Holdersconsent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such 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 IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Class Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuer. 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“ Act ” of the Noteholders or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction ”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes will that a Responsible Officer of the Indenture Trustee actually knows to be proved by so owned shall be so disregarded. Notwithstanding the Note Registerforegoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of Officers’ Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the Equipment Notes at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by a Noteholder or a Requisite Majority thereof shall bind the Issuer Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the a Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies 49 xxxx appointed in writing, any Action provided in this Indenture to be made, given or taken by a Noteholder, and a Depository that is a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.511.03. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will Holder of any Notes shall bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon; whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, and where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record . (and the Action embodied therein and evidenced therebyb) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.116(b)) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (bc) The fact and date of the execution by any 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 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 Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder will bind all subsequent Holders holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting The ownership of a Note for the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular purpose of this Section shall be proved by the Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partRegister. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Class Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the this Master Indenture or to Issuer. 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 or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the or Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Equipment Notes will or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Persons own 100% of the Equipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action Issuer may at its option, by delivery of Officers’ Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Equipment Note or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the IssuerSponsor. 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” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any 63 69 such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the IssuerTrust, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder will bind all subsequent Holders of such Noteholder’s Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee Trustee, the Paying Agent, the Note Registrar and the Issuer, as applicable, if made in the manner provided in this Section 1.51.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee Trustee, the Paying Agent or the Note Registrar, as applicable, deems sufficient. (c) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action If the Issuer will solicit from the Noteholders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a Record Date for the determination of Noteholders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a Record Date, such Record Date will be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the Record Date, but only the Noteholders of record at the close of business on the Record Date will be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the Record Date; provided that no such authorization, agreement or consent by the Noteholder Noteholders on the Record Date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the Record Date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee Trustee, the Paying Agent, the Note Registrar or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and ----------- the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class or the Note Insurer may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except writing or the Note Insurer; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will bind all subsequent Note Insurer in accordance with the provisions hereof or the Holders of such Noteholder’s Noteany Notes shall bind the Holders of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such 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 IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Registered Notes will be proved by the Note Register. (d) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any Action by the Noteholder Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note. (ef) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (fg) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices. (h) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date. (i) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Class such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the 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 Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture to be made, given or taken by Holdersparagraph (e) above.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes will be proved owned by the Note RegisterIssuer, any Equityholder or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) The Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class 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 Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any subclass to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Notes will be proved have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction"), under this Indenture, Notes owned by the Note RegisterIssuer or any affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any subclass Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes of such subclass so owned by any such Person have been pledged in good faith, such Notes shall not be disregarded as aforesaid if the pledgee 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 Issuer, the Depositor or any affiliate of any such Person. (d) Any Action The Issuer may at its option, by delivery of Officers' Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteTrustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any subclass entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable subclass at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such subclass have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such subclass shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the a Noteholder will bind all subsequent Holders Noteholders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part. (f) Without limiting the generality of the foregoing, unless otherwise specified pursuant to one or more Indenture Supplements, a Holder Noteholder, including a Depository that is the Noteholder of a Global Note representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices. (g) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Noteholders. If such a record date is fixed, the Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Noteholders remain Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than ninety (90) days after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the related record date. (e) Any Direction or other action by a Noteholder of an Equipment Note (including a Control Party or a Requisite Majority) shall bind the Issuer Noteholder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Class such Noteholders, which term shall also refer to the instruments or 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 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 held in accordance with the provisions of Article IX, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will 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 Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.58.01. The record of any meeting of Noteholders shall be proved in the manner provided in Section 9.05. (b) The fact and date of the execution by any 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner manner, which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person and the date or dates of holding the same shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefor or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered to the foregoing, a Holder entitled hereunder Trustee with respect to take any Action hereunder with regard to any particular Note may do so with regard to all or any part the requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may but shall not be obligated to, fix a Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 this Indenture to be made, given or taken by Holdersparagraph (e) above.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Class such Noteholders, which term shall also refer to the instruments or 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 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 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, such Action will 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 Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person and the date or dates of holding the same shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action by act of any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefor or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the 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 Holder may makerecord date for the purpose of determining the Noteholders entitled to sign any instrument evidencing or embodying an Act of the Noteholders. lf a record date is fixed, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 this Indenture 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 be made, given vote or taken by Holdersconsent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, ------------------- authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Class --- such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action Act by any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted under the Trust Indenture Act, but shall not be obligated to, fix a Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture 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 be made, given vote or taken by Holdersconsent as a separate class on any matter.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture or any Indenture Supplement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. Except ; and except as herein otherwise expressly provided, provided in this Indenture or in any Indenture Supplement such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerIssuers. Such instrument or instruments and any such record (and the Action 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 and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Section 11.1Article XI herein) conclusive in favor of the Indenture Trustee and the IssuerIssuers, if made in the manner provided in this Section 1.515.03. (b) The fact and date of the execution by any 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 reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership ownership, principal balance and serial numbers of Notes will 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 Action such record date shall be fixed at the Issuers’ discretion. If not set by the Issuers prior to the first solicitation of a Noteholder will bind all subsequent Holders 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 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 Noteholder’s Noterecord date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any 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 done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuer Issuers in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (ef) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNote. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Class series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee or the Note Registrar, as applicable, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee Trustee, the Note Registrar and the Issuer, as applicable, if made in the manner provided in this Section 1.51.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee or the Note Registrar, as applicable, deems sufficient. (c) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action If the Issuer will solicit from the Noteholders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a Record Date for the determination of Noteholders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a Record Date, such Record Date will be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the Record Date, but only the Noteholders of record at the close of business on the Record Date will be deemed to be Noteholders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the Record Date; provided that no such authorization, agreement or consent by the Noteholder Noteholders on the Record Date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the Record Date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee Trustee, the Note Registrar or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will Holder of any Notes shall bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Class Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to the Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuer. 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 or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the Equipment Notes at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by a Noteholder or a Requisite Majority thereof shall bind the Issuer Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), any Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any Series entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the related record date. (e) Any Direction or other action by a Noteholder (including a Control Party or a Requisite Majority) shall bind the Issuer Noteholder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"ACTION") provided by this Indenture to be given or taken by Noteholders of any Class series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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” "ACT" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1SECTION 8.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given given, made or taken by Noteholders of any Class may be embodied in and evidenced by one or more substantially concurrent instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person person of a NoteNotes, will shall be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee Issuer and (subject to Section 10.01) in favor of the IssuerTrustee, if made in the manner provided in this Section 1.5Section. (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 of such execution or by the certificate of any notary public or other officer officers authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, or limited liability company or partnership, on behalf of such corporation or partnershipany thereof, such certificate or affidavit will 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 which the Indenture Trustee deems sufficientthereof. (c) The ownership of Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Noteholder will Holder of any Note shall bind all subsequent Holders every future Holder of such Noteholder’s Notethe same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any subclass to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture or to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Notes will be proved have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction"), under this Indenture, Notes owned by the Note RegisterIssuer or any affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any subclass Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes of such subclass so owned by any such Person have been pledged in good faith, such Notes shall not be disregarded as aforesaid if the pledgee 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 Issuer or any affiliate of any such Person. (d) Any Action The Issuer may at its option, by delivery of Officers' Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteTrustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any subclass entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer's 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable subclass at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such subclass have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such subclass shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will 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 Issuer. Such instrument Issuers or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingServicer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.17.01 hereof) conclusive in favor of the Indenture Trustee Trustee, the Issuers, the Originator and the IssuerServicer, if made in the manner provided in this Section 1.55.09. (b) The fact and date of the execution by any Person Noteholder 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 proven in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership of Notes will shall be proved proven by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other act by a Noteholder shall bind every holder of every Note issued upon the Noteholder will bind all subsequent Holders registration of such Noteholder’s Notetransfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered omitted to be done by the Indenture Trustee Trustee, the Issuers or the Issuer Servicer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will 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 IssuerCompany. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the IssuerCompany, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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 corporation, association or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner 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 will be proved owned by the Note RegisterCompany or --------- any Affiliate of the Company 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, if any such Person owns 100% of the Notes outstanding, such Notes shall not be so disregarded as aforesaid. (d) Any Action 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. Such record date shall be the record date specified in such Officer's Certificate 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 Noteholder will bind all subsequent Holders Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of such Noteholder’s Notethis Indenture not later than one year after the record date. (e) Any direction, in respect of anything done consent, waiver or suffered to be done other action by the Indenture Trustee registered holder of any Note shall bind the registered holder of every Note issued upon the transfer thereof or the Issuer in reliance thereon exchange thereof or in lieu thereof, whether or not notation of such Action action is made upon such Note. (ef) Without limiting the foregoingExcept as otherwise provided in Section 1.04(c), a Holder entitled hereunder to take any Action hereunder with regard Notes owned by or pledged to any particular Note may do so with regard to Person shall have an equal and proportionate benefit under the provisions of this Indenture, without preference, priority, or distinction as among all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNotes. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any Direction under this Indenture, Notes will be proved owned by the Note RegisterIssuer or any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Notes Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date”, the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders entitled to give any Direction. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action If the Issuer will solicit from the Holders any action, the Issuer may, at its option, by an Issuer's Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Trustee pursuant to Section 901 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Noteholder Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. SECTION 105. Notices, etc. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amountTrustee and Issuer. Any notice given action of Noteholders or Action taken other document provided or permitted by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be mademade upon, given or furnished to, or filed with, (a) the Trustee by any Noteholder or by the Issuer will be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (b) the Issuer by the Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Section 701(c) or, in the case of a request for repayment, as specified in the Note carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Issuer. SECTION 106. Notices to Noteholders; Waiver. Where this Indenture or any Note provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise herein or in such Note expressly provided) if in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by Holdersreason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Noteholder when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as will be satisfactory to the Trustee and the Issuer will be deemed to be a sufficient giving of such notice.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any Class Noteholders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and/or the Administrative Agent, as herein provided, and, where it is hereby expressly required, to the Issuer. 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” "ACT" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.1SECTION 11.02) conclusive in favor of the Indenture Trustee Trustee, the Administrative Agent and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgement of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer'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 other manner which the Indenture Trustee and/or the Administrative Agent, as applicable, deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action by request, demand, authorization, direction, notice, consent, waiver or other Act of any Noteholder or the Noteholder will Noteholders of any Series of Notes shall bind all subsequent Holders every future holder of such Noteholder’s Note, the same Note or Series of Notes and the holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee Trustee, the Administrative Agent or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting The Issuer may, but shall not be obligated to, fix a record date for the foregoing, a Holder purpose of determining the Noteholders entitled hereunder to take any Action hereunder with regard action under this Indenture by vote or consent. Such record date shall be the later of 30 days prior to any particular Note may do so with regard to all the first solicitation of such consent or any part vote or the date of the principal amount most recent list of such Note Noteholders, furnished by or by one or more duly appointed agents each of which may do so to the Administrative Agent pursuant to SECTION 12.01 prior to such appointment with regard solicitation. If a record date is fixed, those persons who were Noteholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to all take such action by vote or consent or to revoke any part of vote or consent previously given, whether or not such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture persons continue to be made, given or taken by Holdersso after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Class Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the this Master Indenture or to Issuer. 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” “ Act “ of the Noteholders or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the or Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Holders of Equipment Notes will or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction “) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Persons own 100% of the Equipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action Issuer may at its option, by delivery of Officers’ Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the applicable Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by the Issuer Holder of any Equipment Note or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the IssuerSponsor. 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” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the IssuerTrust, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of 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 Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will 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 which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the Noteholder will bind all subsequent Holders of such Noteholder’s Noteevery Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuer Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Class such Noteholders, which term also shall refer to the instruments or 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 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 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, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.59.1. 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 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action Act by any Noteholder (i) shall bind the holder of such Note and every future Noteholder of the same Note and the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefore or in reliance thereon lieu thereof, whether or not notation of such Action 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) Without limiting Until such time as written instruments shall have been delivered with respect to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part requisite percentage of the principal amount of Notes for the Act contemplated by such Note 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 one written notice by such Noteholder (or more its duly appointed agents each of which may do so pursuant to such appointment with regard to all agent) or any part of such principal amount. Any notice given or Action taken by a Holder subsequent Noteholder (or its agents with regard to different parts of duly appointed agent), proven in the manner in which such principal amount pursuant to this paragraph shall have the same effect as if given or taken instrument was proven unless such instrument is by separate Holders of each such different partits terms expressly irrevocable. (f) Without limiting Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the generality 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 foregoingIssuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. (g) The Issuer may, in the circumstances permitted under the Trust Indenture Act, but shall not be obligated to, fix a Holder may makerecord 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, give those Persons who were Noteholders at such record date (or take, by a proxy or proxies their duly appointed in writingagents), and only those Persons, shall be entitled to sign any Action 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 days after such record date, and may be revoked as provided in this Indenture to be made, given or taken by Holdersparagraph (e) above.

Acts of Noteholders. (a) 1.12.1 Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except writing and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered (via a Clearing System, so long as the Notes are held in such Clearing System) to the Indenture Trustee, Fiscal and Paying Agent (acting as Agent of the Issuer) and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 11.1Clause 11 (Agents and Terms of Appointment)) conclusive in favor of the Indenture Trustee Fiscal and Paying Agent and the Issuer, if made in the manner provided in this Section 1.5Clause 1.12.1. (b) 1.12.2 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 of such execution or by the a certificate of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of such corporation or partnershipcapacity other than his individual capacity, such certificate or affidavit will 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 which that the Indenture Trustee Fiscal and Paying Agent deems sufficient. (c) The 1.12.3 For purposes of this Agreement, the ownership of Notes will shall be proved by the Note Register. (d) . Any Action by request, demand, authorization, direction, notice, consent, waiver or other Act of the Noteholder will of any Note shall bind all subsequent Holders every future Noteholder of such Noteholder’s Note, the same Note and the Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Registrar or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver waiver, modification, supplement, or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Class such Noteholders, which term also shall refer to the instruments or 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 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 held in accordance with the provisions of Article 8, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.16.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.57.01. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.05. (b) The fact and date of the execution by any 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 or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes, the principal amount and serial numbers of Notes will held by any Person, and the date or dates of holding the same, shall be proved by the Note RegisterRegister and the Trustee shall not be affected by notice to the contrary. (d) Any Action Act by the Noteholders (i) shall bind the holder of each Note and every future Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect Note and the Noteholder of anything done or suffered to be done by every Note issued upon the Indenture Trustee transfer thereof or the Issuer exchange therefor or in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note, 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 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 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 or to vote on any action. If a record date is fixed, those Persons who were Noteholders at such record date, and only those Persons (or their duly appointed proxies or agents), shall be entitled to sign any such instrument evidencing or embodying an Act of Noteholders, to revoke any such instrument previously signed or to vote on such action, as the case may be, whether or not such Persons continue to be Noteholders after such record date. If not set by the Issuer prior to the first solicitation of a Noteholder by any Person in respect of any such action, or, the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. No such instrument shall be valid or effective if signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above. Promptly after any record date is set by the Issuer pursuant to this Section 7.01(g), the Issuer, at its own expense, shall cause notice of such record date, the proposed action by the Noteholders to be given to the Trustee in writing and to each Noteholder in the manner set forth in Section 13.04. (h) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts . (i) The Original Notes and the Additional Notes shall vote and consent together on all matters as one class, and none of such principal amount pursuant to this paragraph the Notes, and no tranche of Notes, shall have the same effect right to vote or consent as if given or taken by a separate Holders of each such different partclass on any matter. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the IssuerRoyalty Sub. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and the Issueror Royalty Sub, if made in the manner provided in this Section 1.51.4(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction") under this Indenture, Notes owned by Royalty Sub, Quintiles or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes will of such class so owned by any such Person have 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 Royalty Sub, Quintiles or an Affiliate of any such Person. (d) Royalty Sub may, at its option, by delivery of Officer's Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer's 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class 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 Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series or Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 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 which the Indenture Trustee deems reasonably sufficient. (c) (i) The ownership of Registered Notes will shall be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by 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 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 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly ex- pressly required, to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 11.17.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.51.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) (i) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any Class Noteholders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee as herein provided and, where it is hereby expressly required, to the Issuer. 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” "Action" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 11.111.02) conclusive in favor of the Indenture Trustee and the Issuer, Issuer if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any 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 an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer'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 other manner which the Indenture Trustee deems sufficient. (c) The ownership of the Notes will shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Action by of any Noteholder or the Noteholder will Noteholders of any Series of Notes shall bind all subsequent Holders every future holder of such Noteholder’s Note, the same Note or Series of Notes and the holder of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note. (e) Without limiting The Issuer may, but shall not be obligated to, fix a record date for the foregoing, a Holder purpose of determining the Noteholders entitled hereunder to take any Action hereunder with regard action under this Indenture by vote or consent. Such record date shall be the later of 30 days prior to any particular Note may do so with regard to all the first solicitation of such consent or any part vote or the date of the principal amount most recent list of such Note Noteholders, furnished by or by one or more duly appointed agents each of which may do so pursuant to the Trustee prior to such appointment with regard solicitation. If a record date is fixed, those persons who were Noteholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to all take such action by vote or consent or to revoke any part of vote or consent previously given, whether or not such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture persons continue to be made, given or taken by Holdersso after such record date.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. Except , and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.51.3(a). (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership of In determining whether the Noteholders have given any Direction under this Indenture, Notes will be proved owned by the Note RegisterIssuer or any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as aforesaid. (d) Notwithstanding the definition of “Record Date”, the Issuer may, at its option, by delivery of Officer’s Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or after such record date, but only the Noteholders of the applicable class at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders holding the requisite proportion of Outstanding Notes of such class have authorized, agreed or consented to such Direction, and for that purpose the Outstanding Notes of such class shall be computed as of such record date; provided, that no such Direction 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 Action Direction or other action by the Noteholder will of any Note shall bind all subsequent Holders the Noteholder of such Noteholder’s Noteevery Note issued upon the transfer thereof, in respect of anything done exchange therefor or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting , and any Direction or other action by the foregoing, a Beneficial Holder entitled hereunder to take of any Action hereunder with regard to Beneficial Interest in any particular Note may do so with regard to all or shall bind any part of the principal amount transferee of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partBeneficial Interest. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to the Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a)), any Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person legally or beneficially owns 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded for purposes of such determination. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any Series entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the related record date. (e) Any Direction or other action by a Noteholder (including a Control Party or a Requisite Majority) shall bind the Issuer Noteholder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Class Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuer. 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 or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 11.1) conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes will that a Responsible Officer of the Indenture Trustee actually knows to be proved by so owned shall be so disregarded. Notwithstanding the Note Registerforegoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid. (d) Any Action The Issuer may at its option, by delivery of Officers’ Certificates to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of the Equipment Notes at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture Trustee not later than one year after the record date. (e) Any Direction or other action by a Noteholder or a Requisite Majority thereof shall bind the Issuer Holder of every Equipment Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Equipment Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (each, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Class (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuer. 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 Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 11.1) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , 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, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will 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 Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient. (c) The ownership In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a)), any Equipment Notes will legally or beneficially owned by any Issuer Group Member shall be proved by disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Note RegisterIndenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person legally or beneficially owns 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded for purposes of such determination. (d) Any Action The Issuer may at its option, by delivery of an Officer’s Certificate to the Noteholder will bind all subsequent Holders of such Noteholder’s NoteIndenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of anything done the Notes of any Series entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s 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 Direction may be given before or suffered after such record date, but only the Noteholders of record of such Series at the close of business on such record date shall be deemed to be done Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Master Indenture Trustee not later than one year after the related record date. (e) Any Direction or other action by a Noteholder (including a Control Party or a Requisite Majority) shall bind the Issuer Noteholder of every Note issued upon the transfer thereof or in reliance thereon exchange therefor or in lieu thereof, whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Class series, class or tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.1801) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Notes will be proved by the Note Register. (d) Any Action by the Noteholder will bind all subsequent Holders of such Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.his

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an a “Noteholder Action”) provided by this Indenture to be given or taken by Noteholders of any Series or Class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Noteholder Action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerIssuing Entity. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Noteholder Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Registered Notes will be proved by the Note Register. (d) If the Issuing Entity will solicit from the Holders any Noteholder Action, the Issuing Entity may, at its option, by an Officer’s Certificate, fix in advance a record date for the determination of Holders entitled to give direction with respect to such Noteholder Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such Noteholder Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Any direction with respect to such Noteholder Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Noteholder Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Noteholder Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (eachcollectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Class series or class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. Except ; and, except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. 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 instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 11.18.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.5Section. (b) The fact and date of the execution by any 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 which the Indenture Trustee deems sufficient. (c) The ownership of Registered Notes will be proved by the Note Register. (d) Any Action If the Issuer will solicit from the Holders any action, the Issuer may, at its option, by an Officer’s Certificate, fix in advance a record date for the determination of Holders entitled to give such action, but the Issuer will have no obligation to do so. If the Issuer does not so fix a record date, such record date will be the later of thirty (30) days before the first solicitation of such action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such solicitation. Such action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Noteholder Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind all subsequent Holders the Holder of such Noteholder’s Noteevery Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. (e) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (f) Without limiting the generality of the foregoing, a Holder may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.