Indenture Supplements with Consent of Noteholders or Servicer. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior written consent of either (a) the Servicer (who shall have no liability for consenting to or rejecting such Indenture Supplement, in the absence of its own gross negligence, bad faith, willful misconduct or fraudulent behavior) or (b) Noteholders representing more than 50% of the Class Principal Balance of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, also may enter into an Indenture Supplement to amend, supplement or modify this Base Indenture, any Series Supplement or the Notes or waive compliance by the Issuer with any provision of this Base Indenture, any Series Supplement or the Notes; provided, however, that no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Note (including, notwithstanding anything to the contrary contained herein, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer and/or the Back-Up Manager, as applicable:
