Common use of Supplemental Indentures With Consent of Holders of Debt Clause in Contracts

Supplemental Indentures With Consent of Holders of Debt. The Issuer and the Trustee, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of the Collateral Manager, the EU/UK Retention Holder and the U.S. Retention Sponsor, with notice to the Rating Agency and subject to Section 8.3, execute one or more indentures supplemental to this Indenture to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class materially and adversely affected thereby: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change the earliest date on which Debt of any Class may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indenture; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing), the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer and With the Trustee, may, with the written consent of the Collateral Manager, a Majority of the Secured Debt of each Class of Secured Debt materially and adversely affected thereby, if any, the Trustee (in the case of this Indenture) and of a Majority the Loan Agent (in the case of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)Class A-L Credit Agreement) and with the consent of the Collateral Manager, the EU/UK Retention Holder and the U.S. Retention Sponsor, with notice to the Rating Agency and subject to Section 8.3, Issuer may execute one or more supplemental indentures supplemental to this Indenture to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture the Constituting Documents or modify in any manner the rights of the Holders of the Secured Debt of any Class under this Indenturethe Constituting Documents, as applicable; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Class of Secured Debt of each Class materially and adversely affected thereby, no such supplemental indenture described above may: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured DebtNote, reduce the principal amount thereof or the rate of interest thereon (except other than in connection with the adoption of a Re-Pricing or Reference Rate AmendmentFallback Rate) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any DebtNote, or change the earliest date on which the Secured Debt of any Class may be redeemed or re-priced, extend the Reinvestment Periodredeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes Debt or change any place where, or the coin or currency in which, Secured Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class of Secured Debt whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) materially impair or adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt Note of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any each Class of Secured Debt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Classthis Section 8.2, except to increase the percentage of any Outstanding Secured Debt or Interests the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt any Note or Interest and affected thereby or (y) entering into supplemental indentures without the consent of such holders Section 8.1 or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt (other than in connection with the adoption of a Fallback Rate) or any amount available for distribution to the Subordinated NotesIssuer, or to affect the rights of the Holders of any Secured Debt to the benefit of any provisions for the redemption of such Secured Debt contained herein; or . The Issuer and the Trustee, pursuant to clause (ixxii) result of Section 8.1(a) and as described in Section 9.2, without regard to the provisions of this Section 8.2, and the Loan Agent (in the Issuer becoming case of the Class A-L Credit Agreement) may enter into a supplemental indenture or amendment to reflect the terms of a Refinancing upon a redemption of the Secured Debt in whole but not in part, including to make any supplements or amendments to the Constituting Documents that would otherwise be subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 the provisions of the Code) or becoming immediately preceding paragraph, without regard to any consent requirements under this Section 8.2, but with the consent of the Collateral Manager (a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes“Reset Amendment”). Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Secured Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Secured Debt of such Class will not be required with respect to such supplemental indenture, and no such Holder may claim to be materially and adversely affected thereby.

Supplemental Indentures With Consent of Holders of Debt. The Issuer (a) With the written consent of the Collateral Manager, the Transferor and the TrusteeDepositor, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with Notes, the consent of Trustee, the Collateral Manager, the EU/UK Retention Holder Agent and the U.S. Retention SponsorCo-Issuers may, with notice to the Rating Agency and subject to Section 8.3, execute one or more indentures supplemental to this Indenture hereto to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class of Debt under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Class of Debt of each Class materially and adversely affected thereby: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured DebtNote, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendmentin connection with any change in the interest rate to the Benchmark Replacementthe adoption of a Fallback Rate) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, Class of Debt or change the earliest date on which Debt of any Class of Debt may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) materially impair or materially adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee Collateral Agent to preserve the Assets or rescind the TrusteeCollateral Agent’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each ClassSection 8.2, except to increase the percentage of Outstanding Debt of one or more Classes, the consent of the Holders holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of Debt Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation provided that, with respect to any supplemental indenture which, by its net income terms, (including any withholding tax liability under Section 1446 x) provides for a Refinancing of all, but not less than all, Classes of Secured Debt in whole, but not in part, and (y) is consented to by the Holders of a Majority of the CodeSubordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, without regard to any other consent requirement specified above or elsewhere in this Indenture, cause such supplemental indenture to be entered into, and the Trustee, the Collateral Agent and the Co-Issuers shall enter into such supplemental indenture, which supplemental indenture may (A) effect an extension of the end of the Reinvestment Period, (B) establish a non-call period for the replacement notes or becoming loans issued to replace such Debt or prohibit a publicly traded partnership taxable as future refinancing of such replacement notes or loans, (C) modify the Weighted Average Life Test, (D) provide for a corporation for U.S. federal income tax purposesstated maturity of such replacement notes or loans that is later than the Stated Maturity of the Secured Debt and/or (E) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”). Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer Issuer, the Trustee (in the case hereof) and the TrusteeLoan Agent (in the case of the Class A-L Loan Agreement), as applicable, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of the Collateral Manager, Manager and of the EU/UK Retention Holder and the U.S. Retention SponsorHolder, with notice to the Rating Agency S&P and subject to Section 8.3, execute one or more indentures supplemental to this Indenture the Constituting Documents to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture the Constituting Documents or modify in any manner the rights of the Holders of USActive 57779863.5 -165- 47427296.1 the Debt of any Class under this Indenturethe Constituting Documents; provided that notwithstanding anything herein or in the Class A-L Loan Agreement to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class materially and adversely affected thereby: : (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenturethe Constituting Documents, the Redemption Price with respect to any Debt, or change the earliest date on which Debt of any Class may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture the Constituting Documents relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); ; (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture the Constituting Documents or certain defaults hereunder or their consequences provided for in this Indenture; the Constituting Documents; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indenture; the Constituting Documents; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; ; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; ; (vi) modify any of the provisions of this Indenture the Constituting Documents with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture the Constituting Documents cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing), the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer and (a) With the Trustee, may, with the written consent of the Collateral Manager, a Majority of each Class of Secured Debt whose rights hereunder are materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if any Hedge Counterparty whose rights hereunder are materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of thereby, the Collateral Manager, the EU/UK Retention Holder Trustee and the U.S. Retention SponsorIssuers may, with notice to the Rating Agency and subject to Section 8.38.3 (Execution of Supplemental Indentures), execute one or more indentures supplemental to this Indenture hereto to add any provisions to, or change in any manner or eliminate or waive any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this IndentureArticle VIII or the Class A-2 Credit Agreement, as applicable; provided that notwithstanding anything herein in this Indenture to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class whose rights hereunder are materially and adversely affected thereby: (i) Subject to Section 8.1(xxx) (Supplemental Indentures Without Consent of Holders of Debt), Sections 8.2(c), (d) and (e) (Supplemental Indentures With Consent of Holders of Debt), and Section 8.3(h) (Execution of Supplemental Indentures; Waivers), change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change allow for the earliest date on which Debt of any Class may to be redeemed or re-priced(or, extend in the Reinvestment Periodcase of the Class A-2 Loans, prepaid) on an earlier date than as set forth herein, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, Debt or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or prepayment, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or under Section 8.1 (Supplemental Indentures Without Consent of Holders of Debt), Section 8.2 (Supplemental Indentures With Consent of Holders of Debt) and Section 8.3 (Execution of Supplemental Indentures), for any waiver of compliance with certain provisions Section 2.13 (Additional Issuance), Section 5.14 (Waiver of this Indenture Past Defaults), Section 6.9 (Resignation and Removal; Appointment of Successor), Section 9.2 (Optional Redemption), Section 9.3 (Tax Redemption), Section 9.7 (Optional Re-Pricing), Section 12.1 (Sales of Collateral Obligations) and Section 13.1 (Subordination) or certain defaults hereunder or for defaults, their consequences provided for in this IndentureSection 5.2 (Acceleration of Maturity; Rescission and Annulment), Section 5.3 (Collection of Indebtedness and Suits for Enforcement by Collateral Trustee), Section 5.4 (Remedies), Section 5.5 (Optional Preservation of Assets), Section 5.8 (Limitation on Suits), Section 5.13 (Control by Majority of Controlling Class) and Section 5.17 (Sale of Assets); (iii) materially impair or materially adversely affect the Collateral Trustee’s security interest in the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s election to preserve the Assets pursuant to Section 5.5 (Optional Preservation of Assets) or to sell or liquidate the Assets pursuant to Section 5.4 (Remedies) or 5.5Section 5.5 (Optional Preservation of Assets); (vi) modify any of the provisions of this Indenture with respect to Section 8.2 (x) entering into supplemental indentures requiring the consent Supplemental Indentures With Consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (yDebt) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights provision of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or Section 8.1 (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing), the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer and (a) With the Trustee, may, with the written consent of the Collateral Manager, a Majority of each Class of Secured Debt whose rights hereunder are materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if any Hedge Counterparty whose rights hereunder are materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of thereby, the Collateral Manager, the EU/UK Retention Holder Trustee and the U.S. Retention SponsorIssuers may, with notice to the Rating Agency and subject to Section 8.38.3 (Execution of Supplemental Indentures), execute one or more indentures supplemental to this Indenture hereto to add any provisions to, or change in any manner or eliminate or waive any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this IndentureArticle VIII or the Class A-1 Credit Agreements, as applicable; provided that notwithstanding anything herein in this Indenture to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class whose rights hereunder are materially and adversely affected thereby: (i) Subject to Section 8.1(xxx) (Supplemental Indentures Without Consent of Holders of Debt), Sections 8.2(c), (d) and (e) (Supplemental Indentures With Consent of Holders of Debt), and Section 8.3(h) (Execution of Supplemental Indentures; Waivers), change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except other than in connection with the change to a Re-Pricing Fallback Rate) or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change allow for the earliest date on which Debt of any Class may to be redeemed or re-priced(or, extend in 185 the Reinvestment Periodcase of the Class A-2 Loans, prepaid) on an earlier date than as set forth herein, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, Debt or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or prepayment, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or under Section 8.1 (Supplemental Indentures Without Consent of Holders of Debt), Section 8.2 (Supplemental Indentures With Consent of Holders of Debt) and Section 8.3 (Execution of Supplemental Indentures), for any waiver of compliance with certain provisions Section 2.13 (Additional Issuance), Section 5.14 (Waiver of this Indenture Past Defaults), Section 6.9 (Resignation and Removal; Appointment of Successor), Section 9.2 (Optional Redemption), Section 9.3 (Tax Redemption), Section 9.7 (Optional Re-Pricing), Section 12.1 (Sales of Collateral Obligations) and Section 13.1 (Subordination) or certain defaults hereunder or for defaults, their consequences provided for in this IndentureSection 5.2 (Acceleration of Maturity; Rescission and Annulment), Section 5.3 (Collection of Indebtedness and Suits for Enforcement by Collateral Trustee), Section 5.4 (Remedies), Section 5.5 (Optional Preservation of Assets), Section 5.8 (Limitation on Suits), Section 5.13 (Control by Majority of Controlling Class) and Section 5.17 (Sale of Assets); (iii) materially impair or materially adversely affect the Collateral Trustee's security interest in the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s 's election to preserve the Assets pursuant to Section 5.5 (Optional Preservation of Assets) or to sell or liquidate the Assets pursuant to Section 5.4 (Remedies) or 5.5Section 5.5 (Optional Preservation of Assets); (vi) modify any of the provisions of this Indenture with respect to Section 8.2 (x) entering into supplemental indentures requiring the consent Supplemental Indentures With Consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (yDebt) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights provision of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or Section 8.1 (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing), the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer and (a) With the Trustee, may, with the written consent of the Collateral Manager, a Majority of each Class of Secured Debt whose rights hereunder are materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if any Hedge Counterparty whose rights hereunder are materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of thereby, the Collateral Manager, the EU/UK Retention Holder Trustee and the U.S. Retention SponsorIssuers may, with notice to the Rating Agency and subject to Section 8.38.3 (Execution of Supplemental Indentures), execute one or more indentures supplemental to this Indenture hereto to add any provisions to, or change in any manner or eliminate or waive any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this IndentureArticle VIII or the Class A-1 Credit Agreements, as applicable; provided that notwithstanding anything herein in this Indenture to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class whose rights hereunder are materially and adversely affected thereby: : (i) Subject to Section 8.1(xxx) (Supplemental Indentures Without Consent of Holders of Debt), Sections 8.2(c), (d) and (e) (Supplemental Indentures With Consent of Holders of Debt), and Section 8.3(h) (Execution of Supplemental Indentures; Waivers), change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except other than in connection with the change to a Re-Pricing Fallback Rate) or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change allow for the earliest date on which Debt of any Class may to be redeemed or re-priced(or, extend in the Reinvestment Periodcase of the Class A-2 Loans, prepaid) on an earlier date than as set forth herein, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, Debt or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or prepayment, on or after the applicable Redemption Date); ; (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or under Section 8.1 (Supplemental Indentures Without Consent of Holders of Debt), Section 8.2 (Supplemental Indentures With Consent of Holders of Debt) and Section 8.3 (Execution of Supplemental Indentures), for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indenture; Section 2.13 (iii) impair or adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a RefinancingAdditional Issuance), the written consent Section 5.14 (Waiver of any Holder Past Defaults), Section 6.9 (Resignation and Removal; Appointment of any Debt of such Class will not be required with respect to such supplemental indenture.Successor), Section 9.2 (Optional

Supplemental Indentures With Consent of Holders of Debt. The Issuer Subject to the provisions of Section 8.1 and Section 8.3 and the Trustee, mayprovisions in this Section 8.2, with the consent of a Majority of the Secured Debt of each Class of Secured Debt materially and adversely affected thereby, if any, and of if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes if materially Notes, the Collateral Trustee and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and the Issuer may, with the written consent of the Collateral Manager, the EU/UK Retention Holder and the U.S. Retention Sponsor, with notice to the Rating Agency and subject to Section 8.3, execute one or more supplemental indentures supplemental to this Indenture to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each the Outstanding Debt of each Class materially and adversely affected thereby, no such supplemental indenture described above may: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except thereon, other than in connection with a Re-Pricing or Reference in connection with the adoption of an Alternative Rate Amendment) or Fallback Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change the earliest date on which Debt of any Class may be redeemed or re-priced, extend the Reinvestment Periodrepaid, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, Debt or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of Debt of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s 's election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Classthis Section 8.2, except to increase the percentage of Outstanding Debt Class A Loans, Class A Notes, Class B Notes or Subordinated Notes the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Class A Loan, Class A Note Outstanding, Class B Note Outstanding Debt or Subordinated Note Outstanding and affected thereby or (y) entering into supplemental indentures without the consent of such holders Section 8.1 or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “"Outstanding” ", "Majority" or "Supermajority" or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Secured Debt to the benefit of any provisions for the redemption of such Secured Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer Issuer, the Trustee (in the case hereof) and each applicable Loan Agent (in the Trusteecase of the Class A-L Loan Agreements), as applicable, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders Holders pursuant to Section 8.3(e)) and with the consent of the Collateral Manager, Manager and of the EU/UK Retention Holder and the U.S. Retention SponsorHolder, with notice to the Rating Agency S&P and subject to Section 8.3, execute one or more indentures supplemental to this Indenture the Constituting Documents to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture the Constituting Documents or modify in any manner the rights of the Holders of the Debt of any Class under this Indenturethe Constituting Documents; provided that notwithstanding anything herein or in any Class A-L Loan Agreement to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt of each Class materially and adversely affected thereby: : (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendment) or, except as otherwise expressly permitted by this Indenturethe Constituting Documents, the Redemption Price with respect to any Debt, or change the earliest date on which Debt of any Class may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture the Constituting Documents relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indenture; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Class, except to increase the percentage of Outstanding Debt the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indentures; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing), the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.Debt

Supplemental Indentures With Consent of Holders of Debt. The Issuer Subject to the provisions of Section 8.1 and Section 8.3 and the Trustee, mayprovisions in this Section 8.2, with the consent of a Majority of the Secured Debt of each Class of Secured Debt materially and adversely affected thereby, if any, and of if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with Notes, the consent of Trustee, the Collateral Manager, the EU/UK Retention Holder Agent and the U.S. Retention Sponsor, with notice to the Rating Agency and subject to Section 8.3, Issuer may execute one or more supplemental indentures supplemental to this Indenture to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Debt Note of each Class materially and adversely affected thereby, no such supplemental indenture described above may: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce the principal amount thereof or the rate of interest thereon (except thereon, other than in connection with a Re-Pricing or Reference in connection with the adoption of an Alternative Rate Amendment) or Fallback Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, or change the earliest date on which Debt of any Class may be redeemed or re-priced, extend the Reinvestment Periodredeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, Debt or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of Debt of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee Collateral Agent to preserve the Assets or rescind the TrusteeCollateral Agent’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each Classthis Section 8.2, except to increase the percentage of Outstanding Debt Class A-1-L Loans, Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes or Subordinated Notes the consent of the Holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Class A-1-L Loan Outstanding, Class A-1 Note Outstanding, Class A-2 Note Outstanding, Class B Note Outstanding, Class C Note Outstanding Debt or Subordinated Note Outstanding and affected thereby or (y) entering into supplemental indentures without the consent of such holders Section 8.1 or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Secured Debt to the benefit of any provisions for the redemption of such Secured Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any withholding tax liability under Section 1446 of the Code) or becoming a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer (a) With the written consent of the Collateral Manager, the Transferor and the TrusteeDepositor, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with Notes, the consent of Trustee, the Collateral Manager, the EU/UK Retention Holder Agent and the U.S. Retention SponsorCo-Issuers may, with notice to the Rating Agency and subject to Section 8.3, execute one or more indentures supplemental to this Indenture hereto to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class of Debt under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Class of Debt of each Class materially and adversely affected thereby: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured DebtNote, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendmentin connection with any change in the interest rate to the Benchmark Replacement) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Debt, Class of Debt or change the earliest date on which Debt of any Class of Debt may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) materially impair or materially adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Trustee Collateral Agent to preserve the Assets or rescind the TrusteeCollateral Agent’s election to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each ClassSection 8.2, except to increase the percentage of Outstanding Debt of one or more Classes, the consent of the Holders holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of Debt Outstanding Debt affected thereby or (y) entering into supplemental indentures without the consent of such holders or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation provided that, with respect to any supplemental indenture which, by its net income terms, (including any withholding tax liability under Section 1446 x) provides for a Refinancing of all, but not less than all, Classes of Secured Debt in whole, but not in part, and (y) is consented to by the Holders of a Majority of the CodeSubordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, without regard to any other consent requirement specified above or elsewhere in this Indenture, cause such supplemental indenture to be entered into, and the Trustee, the Collateral Agent and the Co-Issuers shall enter into such supplemental indenture, which supplemental indenture may (A) effect an extension of the end of the Reinvestment Period, (B) establish a non-call period for the replacement notes or becoming loans issued to replace such Debt or prohibit a publicly traded partnership taxable as future refinancing of such replacement notes or loans, (C) modify the Weighted Average Life Test, (D) provide for a corporation for U.S. federal income tax purposesstated maturity of such replacement notes or loans that is later than the Stated Maturity of the Secured Debt and/or (E) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”). Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Non- Call Period, if any Class of Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures With Consent of Holders of Debt. The Issuer (a) With the written consent of the Collateral Manager and the TrusteeTransferor, may, with the consent of a Majority of each Class of Secured Debt materially and adversely affected thereby, if any, and of a Majority of the Subordinated Notes if materially and adversely affected thereby (and with prior notice to all Debtholders pursuant to Section 8.3(e)) and with the consent of thereby, the Collateral Manager, the EU/UK Retention Holder Trustee and the U.S. Retention SponsorIssuer may, with notice to the Rating Agency and subject to Section 8.3, execute one or more indentures supplemental to this Indenture hereto to add provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Debt of any Class of Debt under this Indenture; provided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of each Holder of each Outstanding Class of Debt of each Class materially and adversely affected thereby: (i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Debt, reduce (without payment) the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing or Reference Rate Amendmentin connection with any change in the interest rate to the Fallback Rate) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Class of Debt, or change the earliest date on which Debt of any Class of Debt may be redeemed or re-priced, extend the Reinvestment Period, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Debt, or distributions on the Subordinated Notes or change any place where, or the coin or currency in which, Debt or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (ii) reduce the percentage of the Aggregate Outstanding Amount of Holders of each Class whose consent is required for the authorization of any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences provided for in this Indentureherein; (iii) impair or adversely affect the Assets except as otherwise permitted in this Indentureherein; (iv) except as otherwise permitted by this Indenture, permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Assets or terminate such lien on any property at any time subject hereto or deprive the Holder of any Secured Debt of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Debt whose consent is required to request the Collateral Trustee to preserve the Assets or rescind the Collateral Trustee’s election determination to preserve the Assets pursuant to Section 5.5 or to sell or liquidate the Assets pursuant to Section 5.4 or 5.5; (vi) modify any of the provisions of (A) this Indenture with respect to (x) entering into supplemental indentures requiring the consent of the holders of a Majority of each Class of Debt or of the holder of Outstanding Debt of each ClassSection 8.2, except to increase the percentage of Outstanding Debt Debt, the consent of the Holders holders of which is required for any such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the each Holder of Outstanding Debt affected thereby or (yB) entering into supplemental indentures without the consent of such holders Section 8.1 or the requirements relating to the execution of such supplemental indenturesSection 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a);; or (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any payment of interest or principal on any Secured Debt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Debt to the benefit of any provisions for the redemption of such Debt contained herein; or (ix) result in the Issuer becoming subject to U.S. federal income taxation provided that, with respect to any supplemental indenture which, by its net income terms, (including any withholding tax liability under Section 1446 x) provides for a Refinancing of all, but not less than all, Classes of Secured Debt in whole, but not in part, and (y) is consented to by a Majority of the CodeSubordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, without regard to any other consent requirement specified above or elsewhere in this Indenture, cause such supplemental indenture to be entered into, and the Collateral Trustee and the Issuer shall enter into such supplemental indenture, which supplemental indenture may (A) effect an extension of the end of the Reinvestment Period, (B) establish a non-call period for the replacement notes or becoming loans issued to replace such Secured Debt or prohibit a publicly traded partnership taxable as future refinancing of such replacement notes or loans, (C) modify the Weighted Average Life Test, (D) provide for a corporation stated maturity of such replacement notes or loans that is later than the Stated Maturity of the Secured Debt and/or (E) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”); provided that such supplemental indenture may not effect any modification which both (x) if not for U.S. federal income tax purposesthis clause, would require 100% consent of the Holders of the Subordinated Notes to be effected and (y) would, by its terms, affect any portion of the Subordinated Notes outstanding prior to the execution of such supplemental indenture in a manner that is materially different from the effect of such supplemental indenture on any other portion of the Subordinated Notes. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Secured Debt has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended (including, without limitation, in connection with a Refinancing)amended, the written consent of any Holder of any Debt of such Class will not be required with respect to such supplemental indenture.