Common use of Execution of Supplemental Indentures Clause in Contracts

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, Trustee shall receive an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, howeverwith and with respect to such Opinion of Counsel, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes is the terms legal, valid and binding obligation of a series the Company, enforceable against each of Securities pursuant them in accordance with its terms, subject to Section 2.01 hereofcustomary exceptions and qualifications. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionArticle, the Company shall (transmit by electronic mail, or shall direct the Trustee to) send by first class mail, postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent any requisite consents of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article XI is authorized or permitted by by, and conforms to, the terms of this Article XI and that all conditions precedent it is proper for the Trustee under the provisions of this Article XI to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. thereof. (b) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.5, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Debentureholders as their names and addresses appear upon the Security Debenture Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers' Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, Company and upon the filing with the Trustee of evidence of the consent of Securityholders Bondholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Prior to the provisions execution of Section 7.01any supplemental indenture or amendment to the indenture, the Trustee, shall receive an Officer’s Certificate or from the Company an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Bondholders as their names and addresses appear upon the Security Bond Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be provided with an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon In executing or accepting the request additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the Company, accompanied trusts created by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthis Indenture, the Trustee shall join with be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate of the Company in Issuer or the Loan Obligation Manager on behalf of the Issuer stating that the execution of such supplemental indenture unless is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Loan Obligation Manager will be bound to the provisions of Section 7.01, shall receive an Officer’s Certificate follow any amendment or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant supplement to this Article is authorized or permitted by the terms Indenture of this Article and that all conditions precedent which it has received written notice at least ten Business Days prior to the execution and delivery of the supplemental indenture have been complied withsuch amendment or supplement; provided, however, that such Officer’s Certificate with respect to any amendment or Opinion supplement to this Indenture which may, in the judgment of Counsel need the Loan Obligation Manager adversely affect the Loan Obligation Manager, the Loan Obligation Manager shall not be provided in connection with bound (and the execution of a supplemental indenture Issuer agrees that establishes it will not permit any such amendment to become effective) unless the terms of a series of Securities pursuant Loan Obligation Manager gives written consent to Section 2.01 hereofthe Trustee and the Issuer to such amendment. Promptly after the execution by the Company The Issuer and the Trustee shall give written notice to the Loan Obligation Manager of any supplemental indenture amendment made to this Indenture pursuant to the provisions of this Sectionits terms. In addition, the Company Loan Obligation Manager’s written consent shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, be required prior to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company any amendment to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturethis Indenture by which it is adversely affected.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedCompany, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Company in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. article 10 SUCCESSOR ENTITY

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing (a) The Trustee shall join in the execution of any such supplemental indentureindenture and to make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (b) With respect to any supplemental indenture permitted by Section 8.1, the Trustee may in its discretion but and the Issuer shall not be obligated entitled to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or and conclusively rely upon an Opinion of Counsel as conclusive evidence (stating that any the supplemental indenture executed pursuant to this Article is authorized or permitted by the terms Indenture and all conditions precedent have been satisfied) as to matters of law (which does not include whether or not the Holders of any Class would be materially and adversely affected by a supplemental indenture), which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) or, with respect to matters of fact (including whether or not the Holders of any Class would be materially and adversely affected by a supplemental indenture), a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert familiar with the market for the Notes pursuant to Section 8.4; provided that, for any supplemental indenture (other than any supplemental indenture entered into pursuant to sub-clauses (iii) and (vi) of Section 8.1(a) for which the consent of the Holders of the Notes would not otherwise be required except as expressly set forth in such clauses) if Holders of at least 25% of the Outstanding Notes of any Class have provided notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that the Holders of such Class would be materially and adversely affected thereby, the Trustee shall not be entitled so to rely upon a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert as to whether or not the Holders of such Class would be materially and adversely affected by such supplemental indenture and the Trustee shall not enter into such supplemental indenture without the prior written consent of each Holder of such Class. Such determination shall be conclusive and binding on all present and future Holders. In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the trusts created by this Indenture, the Trustee and the Issuer shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. Neither the Trustee nor the Issuer shall be liable for any reliance made in good faith upon such an Opinion of Counsel or a certificate of the Issuer, the Collateral Manager, any investment banking firm or other Independent expert pursuant to Section 8.4. (c) At the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 15 Business Days prior to the execution of the any proposed supplemental indenture have been complied with; providedpursuant to Section 8.1, howeverthe Trustee shall deliver to the Collateral Manager, that the Revolving Credit Note Agent, the Collateral Administrator and the Holders a notice attaching a copy of such Officer’s Certificate supplemental indenture and indicating the proposed date of execution of such supplemental indenture. Following such delivery by the Trustee, if any changes are made to such supplemental indenture other than to correct typographical errors or Opinion to adjust formatting, then at the cost of Counsel need the Issuer, for so long as any Notes shall remain Outstanding, not be provided in connection with later than 5 Business Days prior to the execution of a such proposed supplemental indenture (provided that establishes the terms execution of a series of Securities pursuant to Section 2.01 hereof. Promptly such proposed supplemental indenture shall not in any case occur earlier than the date 15 Business Days after the execution by the Company and the Trustee initial distribution of any such proposed supplemental indenture pursuant to the provisions first sentence of this SectionSection 8.3(c)), the Company Trustee shall (or shall direct deliver to the Trustee to) send Collateral Manager, the Revolving Credit Note Agent, the Collateral Administrator and the Holders a notice, setting forth in general terms the substance copy of such supplemental indentureindenture as revised, indicating the changes that were made. At the cost of the Issuer, the Trustee shall provide to the Securityholders Holders a copy of all series affected thereby .as their names and addresses appear upon the Security Registerexecuted supplemental indenture after its execution. Any failure of the Company Trustee to send, publish or cause deliver such copy of the sending of, such notice, or any defect therein, executed supplemental indenture shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (d) It shall not be necessary for any consent or Act of any Holders of Notes to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any such Holders to such proposed supplemental indenture is required, that such Act or consent shall approve the substance thereof. (e) The Issuer agrees that it will not permit to become effective any supplement or modification to this Indenture which would (i) increase the duties or liabilities of, reduce or eliminate any right or privilege of (including as a result of an effect on the amount or priority of any fees or other amounts payable to the Collateral Manager), or adversely change the economic consequences to, the Collateral Manager, (ii) modify the restrictions on the Sales of Portfolio Assets or (iii) expand or restrict the Collateral Manager’s discretion, and the Collateral Manager shall not be bound thereby unless the Collateral Manager shall have consented in advance thereto in writing.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers' Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Security holders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee may shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in its discretion but relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuers, for so long as any Securities shall remain Outstanding, not later than ten (10) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Notes is then rated by the Rating Agency) and the Issuers, a copy of such supplemental indenture. The TrusteeTrustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Notes is then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Notes, the Issuers and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Notes a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.1(b), shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article XI is authorized or permitted by by, and conforms to, the terms of this Article XI and that all conditions precedent it is proper for the Trustee under the provisions of this Article XI to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. thereof. (b) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.5, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Debentureholders as their names and addresses appear upon the Security Debenture Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s 's Certificate or or, if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s 's Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel under this Section 9.05 need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Debt Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its a Board Resolutions Resolution of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders the Holders of the Notes required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1 of the Base Indenture, shall receive may receive, in addition to the documents required by Section 14.7(a) of the Base Indenture, an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied with; thereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof2.1 of the Base Indenture. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Issuers shall (or shall direct the Trustee to) send transmit by electronic transmission, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series the Notes affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Issuers to send, or cause the sending of, send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as thereby, as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedCompany, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Company in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Securityholders, if required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided an Officer’s Officers' Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by complies with the terms applicable provisions of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied withIndenture; provided, however, that such Officer’s Officers' Certificate or and Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with Parent and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be provided with an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Opinion of Counsel and Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit at the expense of the Company shall (or shall direct the Trustee to) send by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be provided with an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Guarantor and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Opinion of Counsel and Officer’s Certificate or an Opinion of Counsel stating as conclusive evidence that any supplemental indenture executed pursuant to this Article 9 is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent 9 and, with respect to the execution of the any supplemental indenture have been complied with; providedrelating to any Additional Securities, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a shall provide that such supplemental indenture that establishes is the terms valid and binding agreement of a series of Securities pursuant to Section 2.01 hereofthe Company and/or the Guarantor, as applicable, enforceable against the Company and/or the Guarantor, as applicable, in accordance with its terms. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall transmit by mail, first class postage prepaid (and/or to the extent permitted by applicable procedures or shall direct the Trustee to) send regulations, electronically delivered), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all each series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to sendmail (and/or to the extent permitted by applicable procedures or regulations, or cause the sending of, electronically deliver) such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article XII or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedIssuers, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Issuers in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 12.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthereto, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a written notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article 9, constitutes a valid, binding and legal obligation, enforceable against the Company (subject to customary qualifications) and that all conditions precedent it is proper for the Trustee under the provisions of this Article 9 to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Collateral Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon but the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Collateral Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Collateral Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Collateral Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in which case relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Collateral Trustee may in its discretion but shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuer, for so long as any Securities shall remain Outstanding, not later than ten (10) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance or incurrence, as applicable, of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Collateral Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Debt is then rated by the Rating Agency) and the Issuer, a copy of such supplemental indenture. The TrusteeCollateral Trustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Collateral Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Debt is then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Collateral Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Debt, the Issuer and the Collateral Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Collateral Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Debt a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon In executing or accepting the request additional trusts created by any supplemental indenture permitted by this Article 8 or the modifications thereby of the Company, accompanied trusts created by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaidthis Indenture, the Trustee shall join with the Company be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture unless is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject Collateral Manager will be bound to the provisions of Section 7.01, shall receive an Officer’s Certificate follow any amendment or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant supplement to this Article is authorized or permitted by the terms Indenture of this Article and that all conditions precedent which it has received written notice at least ten Business Days prior to the execution and delivery of the supplemental indenture have been complied withsuch amendment or supplement; provided, however, that such Officer’s Certificate with respect to any amendment or Opinion supplement to this Indenture which may, in the judgment of Counsel need the Collateral Manager adversely affect the Collateral Manager, the Collateral Manager shall not be provided in connection with bound (and the execution of a supplemental indenture Issuer agrees that establishes it will not permit any such amendment to become effective) unless the terms of a series of Securities pursuant Collateral Manager gives written consent to Section 2.01 hereofthe Trustee and the Issuer to such amendment. Promptly after the execution by the Company The Issuer and the Trustee shall give written notice to the Collateral Manager of any supplemental indenture amendment made to this Indenture pursuant to the provisions of this Sectionits terms. In addition, the Company Collateral Manager’s written consent shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, be required prior to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company any amendment to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturethis Indenture by which it is adversely affected.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or and an Opinion of Counsel (in addition to the documents required under Section 15.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution thereof and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the supplemental indenture have been complied withCompany enforceable against the Company in accordance with its terms; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, -------- however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with ------- the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The TrusteeTrustee shall receive, subject in addition to the provisions of documents required by Section 7.0114.7(a), shall receive an Officer’s Certificate or and an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX, constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms (subject to customary exceptions) and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence -35- of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion discretion, but shall not be obligated obligated, to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article XI is authorized or permitted by by, and conforms to, the terms of this Article XI and that all conditions precedent it is proper for the Trustee under the provisions of this Article XI to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. thereof. (b) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.5, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Debentureholders as their names and addresses appear upon the Security Debenture Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee may shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in its discretion but relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuers, for so long as any Securities shall remain Outstanding, not later than ten (10) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Notes is then rated by the Rating Agency) and the Issuers, a copy of such supplemental indenture. The TrusteeTrustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Notes is then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Notes, the Issuers and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Notes a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.01 and 9.03, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, and complies with the requirements of, the Trust Indenture Act and the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Securities Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or an and Opinion of Counsel (in addition to the documents required under Section 14.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof2.01. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to(in the Company’s name and at the written request of the Company in an Officers’ Certificate) send shall transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company or the Trustee to send, transmit such notice or cause the sending of, such noticenotice to be transmitted, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its a Board Resolutions Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 7.01 and 7.02, shall receive an Officer’s Certificate or upon request and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and Article, that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with and the execution of Supplemental Indenture is a supplemental indenture that establishes valid and legally binding instrument enforceable against the terms of a series of Securities pursuant to Section 2.01 hereofCompany. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series Series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Officers’ Certificate or and an Opinion of Counsel (in addition to the documents required under Section 14.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution thereof and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the supplemental indenture have been complied withCompany enforceable against the Company in accordance with its terms; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with Guarantors and the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) [Reserved.] (c) [Reserved.] (d) The Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a Responsible Officer’s certificate of the CompanyCollateral Manager as to whether the interests of any holder of Notes would be materially and adversely affected by the modifications set forth in any supplemental indenture, accompanied it being expressly understood and agreed that the Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture which may form the basis of such Opinion of Counsel or such Responsible Officer’s certificate; provided that if a Majority of any Class of Notes has provided written notice to the Trustee at least one Business Day prior to the execution of such supplemental indenture that such Class would be materially and adversely affected thereby, the Trustee shall not be entitled to rely on an Opinion of Counsel or a Responsible Officer’s certificate of the Collateral Manager as to whether or not the Holders of such Class would be materially and adversely affected by its Board Resolutions authorizing such supplemental indenture and shall not enter into such supplemental indenture without the consent of a Majority (or Supermajority or each Holder, as applicable) of such Class. Such determination by such Class as to whether the interests of any Holder have been materially and adversely affected shall be conclusive and binding on all present and future Holders. The Trustee shall not be liable for any determination made in good faith and in reliance upon an Opinion of Counsel or such a Responsible Officer’s certificate delivered to the Trustee as described herein. (e) The Trustee shall join in the execution of any such supplemental indentureindenture and to make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise. (f) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, in which case the Trustee may in its discretion but shall not be obligated entitled to enter into such supplemental indenture. The Trusteereceive, and (subject to the provisions of Section 7.01Sections 6.1 and 6.3) shall be fully protected in relying upon, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be liable for any reliance made in good faith upon such an Opinion of Counsel. Such determination shall, in each case, be conclusive and binding on all present and future Holders and beneficial owners. (g) At the request and cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 10 days prior to the execution of the any proposed supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need pursuant to Section 8.1 and not be provided in connection with later than 7 days prior to the execution of a any proposed supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof8.2, the Trustee shall send to the Collateral Manager, the Collateral Administrator and the Noteholders a copy of such proposed supplemental indenture; provided that, for any party entitled to receive notice, this provision will be deemed satisfied (1) upon the written waiver of such party to receipt of such notice and (2) in the case of the Holders, the simultaneous payment in full of the Notes held by such holders pursuant to the proposed supplemental indenture. Promptly At the cost of the Issuer, for so long as the Secured Notes shall remain Outstanding and rated by the Rating Agency, the Trustee shall provide to the Rating Agency a copy of any proposed supplemental indenture at least 7 days prior to the execution thereof by the Trustee (unless such period is waived by the Rating Agency). Following such deliveries by the Trustee, if any changes are made to such proposed supplemental indenture other than to correct typographical errors or to adjust formatting, then at the request and cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 3 days prior to the execution of such proposed supplemental indenture (provided that the execution of such proposed supplemental indenture shall not in any case occur earlier than the date 10 days or 7 days, as applicable, after the execution by the Company and the Trustee initial distribution of any such proposed supplemental indenture pursuant to the provisions first sentence of this SectionSection 8.3(g)), the Company Trustee shall (or shall direct send to the Trustee to) send Collateral Manager, the Collateral Administrator, the Noteholders and the Rating Agency a notice, setting forth in general terms the substance copy of such supplemental indentureindenture as revised, to indicating the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerchanges that were made. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such noticenotices, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. In the case of a supplemental indenture to be entered into pursuant to Section 8.1(a)(xi)(B), the foregoing notice periods shall not apply and a copy of the proposed supplemental indenture shall be included in the notice of Optional Redemption given to each holder of Secured Notes under Section 9.2; and, upon execution of the supplemental indenture, at the cost of the Issuer, a copy thereof shall be delivered to the Rating Agency and each Holder of Notes. (h) It shall not be necessary for any Act of the Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (i) At any time during or after the Reinvestment Period, at the written direction of any Holder or Holders of Subordinated Notes, substantially in the form of Exhibit F (solely for Contributions of Cash or Eligible Investments), but without any amendment to this Indenture or the consent of any other Holder of Notes (i) such Holder may make a Contribution of Cash, Eligible Investments or Collateral Obligations or (ii) solely with respect to Holders of Certificated Subordinated Notes, such Holder may designate (prior to the Determination Date) all or a specified portion of amounts that would otherwise be distributed on such Payment Date to such Holder or Holders of Subordinated Notes be deposited in the Collection Account as a Contribution and be available for reinvestment in Additional Collateral Obligations and other Permitted Uses as directed by the applicable Contributor, so long as the Collateral Manager consents to such Permitted Use(s) (or if no direction is given by the Contributor, at the Collateral Manager’s reasonable discretion).

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. ARTICLE X

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by electronic mail, or by first class postage prepaid mail, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee may shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in its discretion but relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuer, for so long as any Securities shall remain Outstanding, not later than ten (10) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Notes are then rated by the Rating Agency) and the Issuer, a copy of such supplemental indenture. The TrusteeTrustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Notes are then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Notes, the Issuer and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Notes a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement. (j) Notwithstanding anything to the contrary contained herein, the Issuer shall not execute any supplemental indenture unless the Issuer, or the Collateral Manager on behalf of the Issuer, has determined, after reasonable consultation with legal counsel experienced in such matters, that such supplemental indenture will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Execution of Supplemental Indentures. Upon the request of the CompanyIssuers, accompanied by its a Board Resolutions Resolution of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive may receive, in addition to the documents required by Section 14.7(a), an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company Issuers and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Issuers shall transmit by mail, first class postage prepaid (or shall direct or, in the Trustee to) send case of Securities held in book-entry form, by electronic transmission), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Issuers to send, or cause the sending of, send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive and will be fully protected in relying upon an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article 9, constitutes a valid, binding and legal obligation, enforceable against the Company (subject to customary qualifications) and that all conditions precedent it is proper for the Trustee under the provisions of this Article 9 to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.017.1, shall receive may receive, in addition to the documents required by Section 14.7(a), an Officer’s Certificate or an Opinion of Counsel stating that and as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article IX and that all conditions precedent it is proper for the Trustee under the provisions of this Article IX to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive be provided with an Officer’s Officers’ Certificate or an and Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or and Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class post- age prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indentureindenture or by an Officer’s Certificate of the Company, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel and Officer’s Certificate as conclusive evidence that any supplemental indenture executed pursuant to this Article IX is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofIX. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Holders required to consent thereto as aforesaidaforesaid (if such consent is required pursuant to this Article), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive and will be fully protected in conclusively relying upon an Officer’s Officers’ Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article 9 and that all conditions precedent constitutes a valid, binding and legal obligation, enforceable against the Company (subject to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofcustomary qualifications). Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Holders of all series Notes affected thereby .as as their names and addresses appear upon the Security Note Register. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and , that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, and that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes is the terms legal, valid and binding obligation of a series of Securities pursuant the Company enforceable against it in accordance with its terms, subject to Section 2.01 hereofcustomary enforceability exceptions. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request receipt of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenturea Company Order, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, protections, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, Trustee shall receive an Officer’s Certificate or an Opinion of Counsel (in addition to the documents required under Section 15.07 hereunder) as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture dated the date hereof that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee may shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in its discretion but relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuers, for so long as any Securities shall remain Outstanding, not later than fifteen (15) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Notes is then rated by the Rating Agency) and the Issuers, a copy of such supplemental indenture. The TrusteeTrustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Notes is then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Notes, the Issuers and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Notes a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement. (j) Holders of the Class B Notes will vote together as a single Class in connection with any supplemental indenture, except that the holders of each of the Class B-1 Notes and the Class B-F Notes will vote separately by Class with respect to any amendment or modification of the Indenture solely to the extent that such amendment or modification would by its terms directly affect to the holders of any such Class exclusively and differently from any holders of the other Class B Notes (including, without limitation, any amendment that would reduce the amount of interest or principal payable on the applicable Class).

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. (b) The Trustee shall join in the request execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by law. (c) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the Companytrusts created by this Indenture, accompanied the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, (i) an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by its Board Resolutions authorizing this Indenture and that all conditions precedent thereto have been satisfied and (ii) in the case of any proposed supplemental indenture pursuant to Section 8.1, an Officer’s certificate from the Collateral Manager certifying as to whether any Class of Notes would be materially and adversely affected by such supplemental indenture. The Trustee shall not be liable for any reliance made in good faith upon such an Opinion of Counsel. (d) At the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 10 Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.1 and not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.2, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders of the Notes and the Beneficial Owners a copy of such supplemental indenture. Except with respect to any supplemental indenture described in clause (viii) of Section 8.1(a), if the Secured Notes are then Outstanding and are rated by a Rating Agency, the Trustee shall not enter into any such supplemental indenture unless, (i) the Global Rating Agency Condition is satisfied in connection with such supplemental indenture or (ii) the Holders of 100% of the Outstanding Notes of each Class have consented to such supplemental indenture. At the cost of the Issuer, for so long as the Secured Notes shall remain Outstanding and the Secured Notes are rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture (including any proposed supplemental indenture described in clause (viii) of Section 8.1(a)) at least 10 Business Days prior to the execution thereof by the Trustee (unless such period is waived by the applicable Rating Agency) and, for so long as the Secured Notes are Outstanding and so rated, request written confirmation that the Global Rating Agency Condition is satisfied (except with respect to any supplemental indenture described in clause (viii) of Section 8.1(a)) and, as soon as practicable after the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence provide to such Rating Agency a copy of the consent executed supplemental indenture (including any supplemental indenture described in clause (viii) of Securityholders required to consent thereto as aforesaidSection 8.1(a)). At the cost of the Issuer, the Trustee shall join with provide to the Company Holders (in the execution manner described in Section 14.4) a copy of such the executed supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in after its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerexecution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (e) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such indenture supplemental indenturehereto, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such indenture supplemental indenture hereto unless such indenture supplemental indenture hereto affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such indenture supplemental indenturehereto. The Trustee, subject to the provisions of Section 7.017.1, shall may receive an Officer’s Officers’ Certificate or an Opinion of Counsel as conclusive evidence that any indenture supplemental indenture hereto executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers’ Certificate or Opinion of Counsel need not be provided in connection with the execution of a an indenture supplemental indenture hereto that establishes the terms of a series of Securities pursuant to Section 2.01 2.1 hereof. Promptly after the execution by the Company and the Trustee of any indenture supplemental indenture hereto pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such indenture supplemental indenturehereto, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplemental indenturehereto.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 42 ARTICLE X CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 10.01 When the Company May Consolidate, Merge, Etc. The Company may not (a) merge with or into or consolidate with, or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to, any Person other than, with respect to this clause (b), a direct or indirect wholly-owned subsidiary of the Company, and no Person shall (x) merge with or into or consolidate with the Company, or (y) except for any direct or indirect wholly-owned subsidiary of the Company, sell, assign, transfer, lease or convey all or substantially all of its properties and assets to the Company, unless: (a) the Company is the surviving corporation or the Person formed by or surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance shall have been made (the "Successor"), if other than the Company, shall expressly assume by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities, this Indenture, the Common Securities Guarantee and the Preferred Securities Guarantee; (b) immediately after giving effect to such transaction, no default or Event of Default shall have occurred and be continuing; (c) if at the time any Preferred Securities are outstanding, such transaction is not prohibited under the Declaration and the Preferred Securities Guarantee; and (d) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with this Indenture. The Successor will be the successor to the Company, and will be substituted for, and may exercise every right and power and become the obligor on the Securities with the same effect as if the Successor had been named as the Company herein but, in the case of a sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company, the predecessor Company will not be released from its obligations to pay the principal of, premium, if any, and interest on the Securities.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01Sections 9.1, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article XI is authorized or permitted by by, and conforms to, the terms of this Article and XI, that all conditions precedent to the execution of the such supplemental indenture have been complied with; provided, however, met and that such Officer’s Certificate or Opinion it is proper for the Trustee under the provisions of Counsel need not be provided this Article XI to join in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. thereof. (b) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.5, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as Debentureholders as their names and addresses appear upon the Security Debenture Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the CompanyCompany and the Guarantor, accompanied by its their Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; providedPROVIDED, howeverHOWEVER, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Debt Securities and related Guarantee pursuant to Section 2.01 hereof. Promptly after the execution by the Company Company, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company Company, each Subsidiary Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall will be entitled to receive and will be fully protected in relying upon an Officer’s Officers' Certificate or and an Opinion of Counsel as conclusive evidence stating that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. article 10 SUCCESSOR ENTITY

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s 's Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s 's Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or Officers' Certificate, and if requested, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Officers' Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and 52 61 addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Noteholders, if required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee. (b) In executing, subject or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the provisions of documents required by Section 7.0114.06, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence and an Officers’ Certificate of the Company, each stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent in this Indenture to the execution of the such supplemental indenture indenture, if any, have been complied with; provided. The Trustee may, however, that such Officer’s Certificate or Opinion of Counsel need but shall not be provided in connection with the execution of a obligated to, enter into any such supplemental indenture that establishes which affects the terms of a series of Securities pursuant to Section 2.01 hereof. Trustee’s own rights, duties or immunities under this Indenture or otherwise. (c) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit in a manner consistent with Section 14.03(b), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders Noteholders of all series affected thereby .as their names and addresses appear upon the Security Registerthereby. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. (a) Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders Securityholders, if required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee. (b) In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or be fully protected in relying upon, in addition to the documents required by Section 13.06, an Opinion of Counsel as conclusive evidence and an Officers’ Certificate, each stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent in this Indenture to the execution of the such supplemental indenture indenture, if any, have been complied with; provided. The Trustee may, however, that such Officer’s Certificate or Opinion of Counsel need but shall not be provided in connection with the execution of a obligated to, enter into any such supplemental indenture that establishes which affects the terms of a series of Securities pursuant to Section 2.01 hereof. Trustee’s own rights, duties or immunities under this Indenture or otherwise. (c) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit in a manner consistent with Section 13.03(b), a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerthereby. Any failure of the Company to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may may, in its discretion discretion, but shall not be obligated to to, enter into such supplemental indenture. The Trustee, 41 subject to the provisions of Section 7.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied withthereof; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. No amendment to this Indenture will be effective against the request Collateral Administrator if such amendment would adversely affect the Collateral Administrator, including, without limitation, any amendment or supplement that would increase the duties or liabilities of, or adversely change the economic consequences to, the Collateral Administrator, unless the Collateral Administrator otherwise consents in writing. (b) Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the CompanyNon-Call Period, accompanied by its Board Resolutions authorizing if any Class of Securities has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, no consent of any Holder of such Class will be required with respect to such supplemental indenture. (c) The Trustee shall join in the execution of any such supplemental indentureindenture and shall make any further appropriate agreements and stipulations which may be therein contained, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, but the Trustee shall join with the Company in the execution of not be obligated to enter into any such supplemental indenture unless such supplemental indenture which adversely affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case except to the extent required by law. (d) In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article VIII or the modifications thereby of the trusts created by this Indenture, the Trustee may shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in its discretion but relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent thereto have been satisfied. The Trustee shall not be obligated liable for any reliance made in good faith upon such an Opinion of Counsel. (e) At the cost of the Issuer, for so long as any Securities shall remain Outstanding, not later than ten (10) Business Days (or, in the case of a proposed supplemental indenture that effects a Refinancing, a Re-Pricing or an issuance of Additional Securities, five (5) Business Days) prior to enter into the execution of any proposed supplemental indenture, the Trustee shall deliver to the Collateral Manager, the Collateral Administrator, the Holders, the Rating Agency (if any Class of Outstanding Notes is then rated by the Rating Agency) and the Issuer, a copy of such supplemental indenture. The TrusteeTrustee shall, subject at the expense of the Issuer, notify the Holders if the Rating Agency determines that such supplemental indenture will affect its rating of any Class rated by the Rating Agency. At the cost of the Issuer, the Trustee shall provide to the provisions Holders (in the manner described in Section 14.4) and the Rating Agency (if any Class of Section 7.01, shall receive an Officer’s Certificate or an Opinion Outstanding Notes is then rated by the Rating Agency) a copy of Counsel as conclusive evidence that any the executed supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerits execution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) Notwithstanding any other provision in this Article VIII or any other requirements set forth in this Indenture, in connection with a Refinancing of all Classes of Secured Notes, the Issuer and the Trustee may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture if (i) such supplemental indenture is effective on or after the date of such Refinancing, (ii) the Collateral Manager and a Majority of the Preferred Shares have consented to the execution of such supplemental indenture and (iii) such supplemental indenture does not, by its terms, modify the rights or terms applicable to any portion of the Preferred Shares in a manner intended to result in such rights or terms being materially different from any other portion of the Preferred Shares; provided further that with respect to any such supplemental indenture, a description of all material terms of such supplemental indenture was disclosed to the purchasers of the loans or replacement notes prior to the date of such Refinancing. (h) Notwithstanding any other provision in this Article VIII, a supplemental indenture for which the Holders of each Outstanding Security of each Class have consented shall not require satisfaction of any timing requirements for prior notice of such supplemental indenture to any person. Notwithstanding the foregoing, the Trustee shall subsequently provide to the Rating Agency then rating an Outstanding Class of Notes a copy of any supplemental indenture described in the immediately preceding sentence. (i) Any amendment or supplement to this Indenture, will only be effective if none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules fails to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such amendment or supplement unless such Person has consented to such amendment or supplement.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions (with respect to supplemental indentures entered into pursuant to Section 9.02), authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, Trustee shall receive an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, howeverwith and with respect to such Opinion of Counsel, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes is the terms legal, valid and binding obligation of a series of Securities pursuant the Company, enforceable against the Company in accordance with its terms, subject to Section 2.01 hereofcustomary exceptions and qualifications. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this SectionArticle, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.019.01, shall may receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by by, and conforms to, the terms of this Article and that all conditions precedent it is proper for the Trustee under the provisions of this Article to join in the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofthereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Securities Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Register. Any failure of the Company to sendmail, or cause the sending mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. 153199794 v1

Execution of Supplemental Indentures. Upon the request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 9 is authorized or permitted by the terms of this Article 9 and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company to send, or cause the sending of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Execution of Supplemental Indentures. Upon (a) The Collateral Manager shall not be bound to follow any amendment or supplement to this Indenture unless it has consented thereto in accordance with this Article VIII. (b) Notwithstanding anything to the request contrary in Section 8.3(e) below, in the event that a supplemental indenture effects only changes described in Section 8.1(a)(viii) or the Holders of each Outstanding Note of each Class consents to such supplemental indenture, (i) such supplemental indenture shall not be subject to the satisfaction of the CompanyGlobal Rating Agency Condition, accompanied (ii) the Trustee shall provide notice of such supplemental indenture to each Rating Agency, and (iii) the Trustee shall not be required to request written confirmation from any Rating Agency that the Global Rating Agency Condition has been satisfied. (c) The Trustee shall join in the execution of any such supplemental indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, except to the extent required by its Board Resolutions authorizing law. (d) The Trustee may conclusively rely on an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering the opinion) or a Responsible Officer’s certificate of the Collateral Manager as to whether the interests of any Holder of Notes, holder of Interests or the Class A-R Agent would be materially and adversely affected by the modifications set forth in any supplemental indenture, it being expressly understood and agreed that the Trustee shall have no obligation to make any determination as to the satisfaction of the requirements related to any supplemental indenture which may form the basis of such Opinion of Counsel or such Responsible Officer’s certificate; provided that if a Majority of the Holders of any Class of Notes or the Class A-R Agent have provided written notice to the Trustee at least one (1) Business Day prior to the execution of such supplemental indenture that such Class or the Class A-R Agent, as applicable, would be materially and adversely affected thereby, the Trustee shall not be entitled to rely upon an Opinion of Counsel or Responsible Officer’s certificate of the Collateral Manager as to whether or not the Holders of such Class or the Class A-R Agent, as applicable, would be materially and adversely affected by such supplemental indenture and the Trustee shall not enter into such supplemental indenture without the consent of a Majority of such Class or the Class A-R Agent, as applicable. Such determination shall be conclusive and binding on all present and future holders. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel or such a Responsible Officer’s certificate delivered to the Trustee as described herein. (e) At the cost of the Issuer, for so long as any Notes shall remain Outstanding, not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.1 and not later than 10 Business Days prior to the execution of any proposed supplemental indenture pursuant to Section 8.2, the Trustee shall deliver to the Collateral Manager, each Noteholder, the Class A-R Agent and the Issuer for delivery to each holder of Interests with respect to the Interests, a copy of such supplemental indenture. Except as otherwise permitted in Section 8.3(b), if any Class of Notes is then Outstanding and is rated by a Rating Agency, the Trustee shall enter into any such supplemental indenture only if, as a result of such supplemental indenture, the Global Rating Agency Condition is satisfied. At the cost of the Issuer, for so long as any Class of Notes shall remain Outstanding and such Class is rated by a Rating Agency, the Trustee shall provide to such Rating Agency a copy of any proposed supplemental indenture at least 10 Business Days prior to the execution thereof by the Trustee (unless such period is waived by the applicable Rating Agency) and, for so long as such Class of Notes is Outstanding and so rated and the Global Rating Agency Condition is required as a condition to such supplemental indenture, request written confirmation that the Global Rating Agency Condition is satisfied and, as soon as practicable after the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence provide to such Rating Agency a copy of the consent executed supplemental indenture. The Trustee shall, at the expense of Securityholders required to consent thereto as aforesaidthe Issuer, notify the Noteholders of any such determination by each Rating Agency. At the cost of the Issuer, the Trustee shall join with provide to the Company Holders (in the execution manner described in Section 14.4) a copy of such the executed supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in after its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, shall receive an Officer’s Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article and that all conditions precedent to the execution of the supplemental indenture have been complied with; provided, however, that such Officer’s Certificate or Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as their names and addresses appear upon the Security Registerexecution. Any failure of the Company Trustee to send, publish or cause the sending of, deliver such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture. (f) It shall not be necessary for any Act of Holders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient, if the consent of any Holders to such proposed supplemental indenture is required, that such Act shall approve the substance thereof. (g) For so long as any Notes are listed on the Irish Stock Exchange, the Trustee shall notify the Irish Stock Exchange of any modification to this Indenture. (h) Notwithstanding any other provision in this Article VIII, no supplemental indenture, or other modification or amendment of this Indenture pursuant to Section 8.1 or Section 8.2 may become effective unless such supplemental indenture or other modification or amendment will not, in the reasonable judgment of the Issuer in consultation with and upon advice of legal counsel experienced in such matters, as certified by the Issuer to the Trustee upon which the Trustee may conclusively rely, (i) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or (ii) have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the holders of any Class of Notes Outstanding at the time of the execution of the supplemental indenture or other modification or amendment of this Indenture.

Execution of Supplemental Indentures. Upon the request of the CompanyIssuer, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and and, if applicable, upon the filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company Issuer and any applicable Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion may but shall not be obligated to enter into such supplemental indenture. The TrusteeIn executing, subject to or accepting the provisions additional trusts created by, any supplemental indenture permitted by this Article XII or the modification thereby of Section 7.01the trusts created by this Indenture, the Trustee shall receive receive, and shall be fully protected in relying upon, an Officer’s Certificate or and an Opinion of Counsel as conclusive evidence stating that any the execution of such supplemental indenture executed pursuant to this Article is authorized or permitted by the terms of this Article Indenture and that all conditions precedent to such supplemental indenture is the execution legal, valid and binding obligation of the supplemental indenture have been complied with; providedIssuer, however, that such Officer’s Certificate or Opinion of Counsel need not be provided enforceable against the Issuer in connection accordance with the execution of a supplemental indenture that establishes the terms of a series of Securities pursuant to Section 2.01 hereofits terms. Promptly after the execution by the Company Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 12.05, the Company Trustee shall (or shall direct the Trustee to) send transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby .as as their names and addresses appear upon the Security Register. Any failure of the Company Trustee to send, or cause the sending of, mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.