Common use of Required Noteholders Clause in Contracts

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 2021-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 2021-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 2021-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 2021-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 2021-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 5 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 5 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 5 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 5 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 5 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212016-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212016-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212016-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212016-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212016-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R D Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, Noteholder or any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212019-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212019-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212019-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212019-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212019-2 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 3 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 3 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 3 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 3 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 3 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212019-2 3 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212019-2 3 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212019-2 3 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212019-2 3 Noteholders; provided, however, that, notwithstanding 56 anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212019-2 3 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212016-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212016-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212016-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212016-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212016-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R D Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, Noteholder or any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212022-2 5 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212022-2 5 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212022-2 5 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212022-2 5 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212022-2 5 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212020-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212020-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212020-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212020-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212020-2 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212022-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212022-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212022-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212022-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212022-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212011-2 3 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212011-2 3 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212011-2 3 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212011-2 3 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212011-2 3 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212013-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212013-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212013-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212013-2 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212013-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212015-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212015-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212015-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212015-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212015-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R D Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, Noteholder or any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212012-2 3 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212012-2 3 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212012-2 3 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212012-2 3 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212012-2 3 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 2021-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 2021-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 2021-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 2021-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 2021-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212017-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212017-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212017-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212017-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212017-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R D Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 4 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 4 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 4 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 4 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 4 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212017-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212017-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212017-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212017-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212017-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R D Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212019-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212019-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212019-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212019-2 1 Noteholders; provided, however, that, notwithstanding 56 anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212019-2 1 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212024-2 3 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212024-2 3 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212024-2 3 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212024-2 3 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212024-2 3 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212020-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212020-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212020-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212020-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212020-2 1 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212018-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212018-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212018-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212018-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212018-2 1 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212011-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212011-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212011-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212011-2 1 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212011-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212018-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212018-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212018-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212018-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212018-2 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without AMERICAS 96004183 56 the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212014-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212014-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212014-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212014-2 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212014-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 1 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 8 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 8 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 8 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 8 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 8 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 7 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 7 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 7 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 7 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 7 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212011-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212011-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212011-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212011-2 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212011-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212012-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212012-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212012-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212012-2 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212012-2 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212024-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212024-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212024-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212024-2 1 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212024-2 1 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212013-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212013-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212013-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212013-2 1 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212013-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212012-2 1 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212012-2 1 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212012-2 1 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212012-2 1 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212012-2 1 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212024-2 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212024-2 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212024-2 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212024-2 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212024-2 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212023-2 6 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212023-2 6 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212023-2 6 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212023-2 6 Noteholders; provided, however, that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document relating solely to the Series 20212023-2 6 Notes may be amended to provide for the issuance of any Class E D Notes or Additional Class R Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.

Required Noteholders. Subject to Section 5.7 above, any action pursuant to Section 5.6, Section 8.13 or Article 9 of the Base Indenture that requires the consent of, or is permissible at the direction of, the Required Noteholders with respect to the Series 20212011-2 5 Notes pursuant to the Base Indenture shall only be allowed with the consent of, or at the direction of, the Required Controlling Class Series 20212011-2 5 Noteholders. Any other action pursuant to any Related Document which requires the consent or approval of, or the waiver by, the Required Noteholders with respect to the Series 20212011-2 5 Notes shall require the consent or approval of, or waiver by, the Requisite Series 20212011-2 5 Noteholders; provided, however, provided that, notwithstanding anything in this Section 5.11 or Article 8 or Article 12 of the Base Indenture to the contrary, any Related Document Documents relating solely to the Series 20212011-2 5 Notes may be amended to provide for the issuance of any Class E Notes or Additional Class R C Notes in accordance with Section 5.15 without the consent of any Class A Noteholder, Noteholder or any Class B Noteholder, any Class C Noteholder, any Class D Noteholder or any Class R Noteholder.