Common use of Meetings of Noteholders; Amendments and Waivers Clause in Contracts

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class series or Tranche issuable in whole or in part as Bearer Notes class at any time for any purpose specified hereunder or under any Indenture Supplementtime. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class series or Tranche issuable in whole or in part as Bearer Notesclass. In any case, a meeting will be called after notice is given to such the Noteholders pursuant to Section 1.06106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (db) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class series or Trancheclass, as the case may be. For any vote, request, demand, authorization, direction, notice, consent, waiver or other action provided by the Series 2002-CC Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any Action consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class series or Tranche of Bearer class or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesthat series or class or all Outstanding Notes, Class or Trancheas the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class series or Trancheclass. (ec) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class series or Tranche class or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action a consent, waiver, request, demand, notice, authorization, direction or other action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Seriesseries or class or all Notes, Class or Trancheas applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class series or Tranche class or all Notes will constitute a quorum. (fd) The ownership of Registered Notes will be proved by the Note Register. The Ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(iiSection 104(c)(ii). (ge) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meetingSection. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Series or Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Series or Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class Series or TrancheClass. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Series or Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Series or Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class Series or TrancheClass, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class Series or TrancheClass, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Series or Class or Tranche by the Noteholder or Noteholders. The only Person Persons who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Series or Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificateaffected, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class Series or TrancheClass, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Series or Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class Series or TrancheClass. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class Series or TrancheClass. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Series or Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class Series or TrancheClass, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Series or Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection Section 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-66 2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(iiSubsection 104(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class series or Tranche issuable in whole or in part as Bearer Notes class at any time for any purpose specified hereunder or under any Indenture Supplementtime. The Indenture Trustee will shall call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class series or Tranche issuable in whole or in part as Bearer Notesclass. In any case, a meeting will shall be called after notice is given to such the Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (db) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class series or Trancheclass, as the case may be. For any vote, request, demand, authorization, direction, notice, consent, waiver or other action provided by the Series 2004-MC Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any Action consent, waiver, request, demand, notice, authorization, direction or other action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class series or Tranche of Bearer class or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesthat series or class or all Outstanding Notes, Class or Trancheas the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will shall be binding on all Noteholders of the affected Series, Class series or Trancheclass. (ec) The quorum at any meeting will shall be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class series or Tranche class or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action a consent, waiver, request, demand, notice, authorization, direction or other action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Seriesseries or class or all Notes, Class or Trancheas applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class series or Tranche class or all Notes will shall constitute a quorum. (fd) The ownership of Bearer Registered Notes will shall be proved as provided in subsection 1.04(c)(ii)by the Note Register. (ge) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meetingSection. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral CertificateIssuing Entity, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-66 2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.048.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/3662/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of more than 662/3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of the Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/3% 66⅔% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of more than 66⅔% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series , as that term is defined in the applicable Pooling and Servicing Agreement, or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any caseNotwithstanding the foregoing, if a meeting will be called after notice is given requested for the purposes of determining whether to such Noteholders pursuant to Section 1.06initiate an Asset Representations Review, the provisions of subsection 8.04(d)(ii) shall apply. (c) To be entitled to vote at any meeting of the Noteholders of any Series, Class or Tranche, a Person shall be (1i) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2ii) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (i) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral CertificateCertificate and except as set forth in subsection 8.04(d)(ii), any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/366 2⁄3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. (ii) Within 90 days after the filing of a Form 10-D disclosing that the Delinquency Percentage for the Monthly Period covered by the Form 10-D was equal to or greater than the Delinquency Trigger (a “Delinquency Trigger Breach”), the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of the Outstanding Notes (the “Requisite Petition Percentage”) may request the Indenture Trustee to initiate a vote of all Outstanding Notes to determine whether the Note Owners support engaging the Reviewer to conduct an Asset Representations Review. Any resolution passed A vote shall be initiated by the Indenture Trustee if the Requisite Petition Percentage provides instructions in writing to the Indenture Trustee requesting a vote. The Indenture Trustee shall thereupon follow its standard procedures with respect to conducting the vote. If the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of Outstanding Notes participate in the vote and the Certified Note Owners representing at least a simple majority of the Outstanding Dollar Principal Amount of the Notes casting a vote shall vote in favor of an Asset Representations Review, then the Indenture Trustee will notify the Servicer, Chase USA and the Transferor of the results of the vote and an Asset Representations Review will be conducted by the Reviewer pursuant to subsection 13.05(b). The vote to direct such an Asset Representations Review must be completed within 150 days following the filing with the Commission of the Form 10-D disclosing the Delinquency Trigger Breach. If the voting process is not completed within such 150-day period and a Delinquency Trigger Breach has not occurred in any subsequent reporting period, then the Certified Note Owners may not initiate or, if already initiated, complete a vote to direct an Asset Representations Review with respect to that Delinquency Trigger Breach. However, if a Delinquency Trigger Breach occurs in a subsequent period, the 90-day petition period described in the first sentence of this clause (ii) and the 150-day period for the completion of a vote will restart from the filing of the Form 10-D disclosing the most recent breach if no petition to vote has been initiated, no vote has been scheduled and no Asset Representations Review is being conducted. Only one petition to vote, scheduled vote or decision taken Asset Representations Review shall be permitted to occur at any meeting of Noteholders duly held point in accordance time. The Servicer shall reimburse the Indenture Trustee for the reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with the vote described in this Indenture will be binding on all Noteholders of the affected Series, Class or Tranchesubsection 8.04(d). (e) The Except as set forth in subsection 8.04(d)(ii), the quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2⁄3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series Series, as that term is defined in the applicable Pooling and Servicing Agreement, or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a A meeting of Noteholders of the Notes of such any Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Seriesseries, Class class or Tranche issuable in whole or in part as Bearer tranche of Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesseries, Class class or Tranche issuable in whole or in part as Bearer Notestranche. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Seriesseries, Class class or Tranchetranche, as the case may be. For any Action provided by the Series 2005-CC Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present in person or by proxy, may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Seriesseries, Class class or Tranche of Bearer tranche or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesthat series, Class class or Tranchetranche or all Outstanding Notes, as the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Seriesseries, Class class or Tranchetranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Seriesseries, Class class or Tranche tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given taken by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Seriesseries, Class class or Tranchetranche or all Notes, as applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesseries, Class class or Tranche tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (db) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any the Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Seriesseries, Class class or Tranchetranche, as the case may be. For any Action provided by the Series 2005-CC Supplement to be given or taken by the holder of the Collateral Certificate, any resolution presented at any meeting at which the Majority Holders of all Outstanding Notes is present in person or by proxy, may be adopted by the affirmative vote of the Majority Holders of all Outstanding Notes. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Seriesseries, Class class or Tranche of Bearer tranche or all Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesthat series, Class class or Tranchetranche or all Outstanding Notes, as the case may be. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Seriesseries, Class class or Tranchetranche. (ec) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Seriesseries, Class class or Tranche tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given taken by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Seriesseries, Class class or Tranchetranche or all Notes, as applicable, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Seriesseries, Class class or Tranche tranche or all Notes will constitute a quorum. (fd) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-66 2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2/3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii).Subsection (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any caseNotwithstanding the foregoing, if a meeting will be called after notice is given requested for the purposes of determining whether to such Noteholders pursuant to Section 1.06initiate an Asset Representations Review, the provisions of subsection 8.04(d)(ii) shall apply. (c) To be entitled to vote at any meeting of the Noteholders of any Series, Class or Tranche, a Person shall be (1i) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2ii) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (i) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral CertificateCertificate and except as set forth in subsection 8.04(d)(ii), any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/3% 66⅔% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. (ii) Within 90 days after the filing of a Form 10-D disclosing that the Delinquency Percentage for the Monthly Period covered by the Form 10-D was equal to or greater than the Delinquency Trigger (a “Delinquency Trigger Breach”), the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of the Outstanding Notes (the “Requisite Petition Percentage”) may request the Indenture Trustee to initiate a vote of all Outstanding Notes to determine whether the Note Owners support engaging the Reviewer to conduct an Asset Representations Review. Any resolution passed A vote shall be initiated by the Indenture Trustee if the Requisite Petition Percentage provides instructions in writing to the Indenture Trustee requesting a vote. The Indenture Trustee shall thereupon follow its standard procedures with respect to conducting the vote. If the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of Outstanding Notes participate in the vote and the Certified Note Owners representing at least a simple majority of the Outstanding Dollar Principal Amount of the Notes casting a vote shall vote in favor of an Asset Representations Review, then the Indenture Trustee will notify the Servicer, Chase USA and the Transferor of the results of the vote and an Asset Representations Review will be conducted by the Reviewer pursuant to subsection 13.05(b). The vote to direct such an Asset Representations Review must be completed within 150 days following the filing with the Commission of the Form 10-D disclosing the Delinquency Trigger Breach. If the voting process is not completed within such 150-day period and a Delinquency Trigger Breach has not occurred in any subsequent reporting period, then the Certified Note Owners may not initiate or, if already initiated, complete a vote to direct an Asset Representations Review with respect to that Delinquency Trigger Breach. However, if a Delinquency Trigger Breach occurs in a subsequent period, the 90- day petition period described in the first sentence of this clause (ii) and the 150- day period for the completion of a vote will restart from the filing of the Form 10- D disclosing the most recent breach if no petition to vote has been initiated, no vote has been scheduled and no Asset Representations Review is being conducted. Only one petition to vote, scheduled vote or decision taken Asset Representations Review shall be permitted to occur at any meeting of Noteholders duly held point in accordance time. The Servicer shall reimburse the Indenture Trustee for the reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with the vote described in this Indenture will be binding on all Noteholders of the affected Series, Class or Tranchesubsection 8.04(d). (e) The Except as set forth in subsection 8.04(d)(ii), the quorum at any meeting will be persons holding or representing the Majority Holders of more than 66⅔% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series Series, as that term is defined in the applicable Pooling and Servicing Agreement, or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06106. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Majority Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(iiSubsection 104(c)(ii). (g) The Issuer, at its own expense, Issuer may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any caseNotwithstanding the foregoing, if a meeting will be called after notice is given requested for the purposes of determining whether to such Noteholders pursuant to Section 1.06initiate an Asset Representations Review, the provisions of subsection 8.04(d)(ii) shall apply. (c) To be entitled to vote at any meeting of the Noteholders of any Series, Class or Tranche, a Person shall be (1i) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2ii) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (i) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral CertificateCertificate and except as set forth in subsection 8.04(d)(ii), any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/366 2⁄3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. (ii) Within 90 days after the filing of a Form 10-D disclosing that the Delinquency Percentage for the Monthly Period covered by the Form 10-D was equal to or greater than the Delinquency Trigger (a “Delinquency Trigger Breach”), the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of the Outstanding Notes (the “Requisite Petition Percentage”) may request the Indenture Trustee to initiate a vote of all Outstanding Notes to determine whether the Note Owners support engaging the Reviewer to conduct an Asset Representations Review. Any resolution passed A vote shall be initiated by the Indenture Trustee if the Requisite Petition Percentage provides instructions in writing to the Indenture Trustee requesting a vote. If the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of Outstanding Notes participate in the vote and the Certified Note Owners representing at least a simple majority of the Outstanding Dollar Principal Amount of the Notes casting a vote shall vote in favor of an Asset Representations Review, then the Indenture Trustee will notify the Servicer, Chase USA and the Transferor of the results of the vote and an Asset Representations Review will be conducted by the Reviewer pursuant to subsection 13.05(b). The vote to direct such an Asset Representations Review must be completed within 150 days following the filing with the Commission of the Form 10-D disclosing the Delinquency Trigger Breach. If the voting process is not completed within such 150-day period and a Delinquency Trigger Breach has not occurred in any subsequent reporting period, then the Certified Note Owners may not initiate or, if already initiated, complete a vote to direct an Asset Representations Review with respect to that Delinquency Trigger Breach. However, if a Delinquency Trigger Breach occurs in a subsequent period, the 90-day petition period described in the first sentence of this clause (ii) and the 150-day period for the completion of a vote will restart from the filing of the Form 10-D disclosing the most recent breach if no petition to vote has been initiated, no vote has been scheduled and no Asset Representations Review is being conducted. Only one petition to vote, scheduled vote or decision taken Asset Representations Review shall be permitted to occur at any meeting of Noteholders duly held point in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranchetime. (e) The Except as set forth in subsection 8.04(d)(ii), the quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2⁄3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series Series, as that term is defined in the applicable Pooling and Servicing Agreement, or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If the Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of the Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 8.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a any Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder in this Indenture or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer Issuing Entity or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any caseNotwithstanding the foregoing, if a meeting will be called after notice is given requested for the purposes of determining whether to such Noteholders pursuant to Section 1.06initiate an Asset Representations Review, the provisions of subsection 8.04(d)(ii) shall apply. (c) To be entitled to vote at any meeting of the Noteholders of any Series, Class or Tranche, a Person shall be (1i) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2ii) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of the Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer Issuing Entity and its counsel. (d) Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (i) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer Issuing Entity as holder of any Collateral CertificateCertificate and except as set forth in subsection 8.04(d)(ii), any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less more than 66-2/366 2⁄3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. (ii) Within 90 days after the filing of a Form 10-D disclosing that the Delinquency Percentage for the Monthly Period covered by the Form 10-D was equal to or greater than the Delinquency Trigger (a “Delinquency Trigger Breach”), the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of the Outstanding Notes (the “Requisite Petition Percentage”) may request the Indenture Trustee to initiate a vote of all Outstanding Notes to determine whether the Note Owners support engaging the Reviewer to conduct an Asset Representations Review. Any resolution passed A vote shall be initiated by the Indenture Trustee if the Requisite Petition Percentage provides instructions in writing to the Indenture Trustee requesting a vote. The Indenture Trustee shall thereupon follow its standard procedures with respect to conducting the vote. If the Certified Note Owners of at least 5% of the aggregate Outstanding Dollar Principal Amount of Outstanding Notes participate in the vote and the Certified Note Owners representing at least a simple majority of the Outstanding Dollar Principal Amount of the Notes casting a vote shall vote in favor of an Asset Representations Review, then the Indenture Trustee will notify the Servicer, Chase USA and the Transferor of the results of the vote and an Asset Representations Review will be conducted by the Reviewer pursuant to subsection 13.05(b). The vote to direct such an Asset Representations Review must be completed within 150 days following the filing with the Commission of the Form 10-D disclosing the Delinquency Trigger Breach. If the voting process is not completed within such 150-day period and a Delinquency Trigger Breach has not occurred in any subsequent reporting period, then the Certified Note Owners may not initiate or, if already initiated, complete a vote to direct an Asset Representations Review with respect to that Delinquency Trigger Breach. However, if a Delinquency Trigger Breach occurs in a subsequent period, the 90-day petition period described in the first sentence of this clause (ii) and the 150-day period for the completion of a vote will restart from the filing of the Form 10-D disclosing the most recent breach if no petition to vote has been initiated, no vote has been scheduled and no Asset Representations Review is being conducted. Only one petition to vote, scheduled vote or decision taken Asset Representations Review shall be permitted to occur at any meeting of Noteholders duly held point in accordance time. The Servicer shall reimburse the Indenture Trustee for reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in connection with the vote described in this Indenture will be binding on all Noteholders of the affected Series, Class or Tranchesubsection 8.04(d). (e) The Except as set forth in subsection 8.04(d)(ii), the quorum at any meeting will be persons holding or representing the Majority Holders of more than 66 2⁄3% of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii). (g) The Issuer, at its own expense, Issuing Entity may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04Section, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series Series, as that term is defined in the applicable Pooling and Servicing Agreement, or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the IssuerIssuing Entity, as holder of any Collateral Certificate, shall be deemed to be an Investor Certificateholder under such Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the IssuerIssuing Entity, as holder of such Collateral Certificate, the Issuer Issuing Entity shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the IssuerIssuing Entity, as holder thereof, will be deemed to have voted in the negative.

Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders of the Notes of such Series, Class or Tranche may be called at any time and from time to time pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or Tranche. (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes. In any case, a meeting will be called after notice is given to such Noteholders pursuant to Section 1.06. (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or (2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders. The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Indenture Trustee and its counsel and any representatives of the Issuer and its counsel. (d) Except for any consent that must be given by the Holders of each Outstanding Note affected or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the Holders of not less than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or Tranche, as the case may be. However, any resolution with respect to any Action which may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting at which a quorum is present only by the affirmative vote of the Holders of not less than the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the affected Series, Class or Tranche. (e) The quorum at any meeting will be persons holding or representing the Majority Holders of the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may be; provided, however, that if any action is to be taken at that meeting concerning an Action that may be given by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a quorum. (f) The ownership of Bearer Notes will be proved as provided in subsection 1.04(c)(ii).subsection (g) The Issuer, at its own expense, may make reasonable rules for other matters relating to Action by or a meeting of Noteholders not otherwise covered by this Section 9.04, including but not limited to the location or locations for such meeting, the manner of voting at such meeting, the appointment and duties of inspectors of the vote, the submission and examination of proxies, certificates and other evidence of the right to vote and the appointment of a chairperson for the meeting. (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series Supplement, with respect to certain actions requiring the consent or direction of Investor Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of Investor Certificates (whether by number of Series or percentage of all outstanding Investor Certificates depending on the manner of voting or consenting on such matter), including consenting to certain amendments and terminating the related Master Trust, the Issuer, as holder of any Collateral Certificate, will be deemed to have voted in accordance with the Investor Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor Certificates which are entitled to vote or consent on such matter; provided, however, that in the event Investor Certificateholders holding equal portions of the Invested Amount of such Investor Certificates vote in the positive and in the negative, without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the Issuer shall be deemed to vote in the negative; provided further, that if the Collateral Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.