Common use of Supplemental Indentures with Consent of Holders of Notes Clause in Contracts

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder 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 Redemption Date); (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.27.02. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2b) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3c) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4d) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5e) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6f) change the date on which any Note may or must be redeemed; (g) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption redemption date or a Repurchase Price Payment Date, as applicable); (7h) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) i) modify any of the provisions of this Section 7.2 7.02 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 7.02 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9j) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10k) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11l) modify clauses (1a) through (10k) above. It shall not be necessary for any Act of Holders under this Section 7.2 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.16.01, 6.2 6.02 and 6.3 6.02 of this First Supplemental Indenture and Article VIII 8 and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (e) of this Section 7.02 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Subject to the provisions of Section 902 8.1 and the provisions in this Section 8.2, with the consent (which consent may be deemed as set forth herein, except in the case of the Base Indenture shall not apply to Class A-1 Notes) of a Majority of the Secured Notes of each Class materially and adversely affected thereby, if any, and if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, andthe Trustee and the Issuer, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such Collateral Manager, may execute one or more supplemental indenture (including consents obtained in connection with a tender offer indentures to add provisions to, or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; providedprovided that without the consent (which consent may be deemed as set forth herein, howeverexcept in the case of the Class A-1 Notes) of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon, other than in connection with a Re-Pricing or in connection with the adoption of an Alternative Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A-1 Note Outstanding, Class A-2 Note Outstanding, Class B-1 Note Outstanding, Class B-2 Note Outstanding, Class C Note Outstanding, Class D Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding anything herein to the contrary, that this clause and solely for purposes related to any holder consent required with respect to any proposed supplemental indenture pursuant to Sections 8.1 and 8.2, except in the case of the Class A-1 Notes, a holder shall not be deemed to require have provided consent to any amendment or modification undertaken pursuant to such section if (i) such holder affirmatively provides written consent or (ii) such holder fails to deliver a written objection (including via e-mail to the address provided in the notice of supplemental indenture) on or prior to 10 Business Days following notice by the Trustee of such supplemental indenture. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Notes 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, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or a Repurchase Price Payment Date, as applicable); (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 of this First Supplemental Indenture and Article VIII and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (3) of this Section 7.2 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notes, andprovisions of Section 8.1 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder 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 Redemption Date); (7i) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) ii) impair or adversely affect the Assets except as otherwise permitted herein; (iii) 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 Note of the security afforded by the lien of this Indenture; (iv) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Notes 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; (v) modify any of the provisions of (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C Note Outstanding or Subordinated Note Outstanding and affected thereby; provided, however, that this clause shall not be deemed thereby or (y) Section 8.1 or Section 8.3; (vi) modify any provision to require the consent facilitate an exchange of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 one obligation for another obligation of the Base Indenturesame Obligor that has substantially identical terms except transfer restrictions, or including to effect any serial designation relating to the deletion exchange; provided that no such supplemental indenture shall be required to facilitate any exchanges of this proviso, one obligation for another obligation in accordance with the requirements of Sections 611 and 901(7) of the Base IndentureArticle XII hereof; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the definition of the terms “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 affect the calculation of the amount of any Guarantee in a manner adverse payment of interest or principal on any Secured Note, or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 Secured Notes to approve the particular form benefit of any proposed provisions for the redemption of the Secured Notes contained herein. provided that, with respect to any supplemental indentureindenture which, by its terms, (x) provides for a redemption by Refinancing of all, but it shall be sufficient if such Act shall approve not less than all, of the substance thereof. In additionSecured Notes in whole, but not in part, and (y) is consented to by the Holders of at least a majority in aggregate principal amount Majority of the Outstanding Notes Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, on behalf 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 and the Issuer shall enter into such supplemental indenture, which supplemental indenture may (a) effect an extension of the Holders end of all the Reinvestment Period, (b) establish a non-call period for the replacement notes or loans issued to replace such Secured Notes or prohibit a future refinancing of such replacement securities, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of such replacement notes or loans that is later than the Stated Maturity of the Secured Notes, waive (e) effect an extension of the Stated Maturity of the Subordinated Notes, and/or (f) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”). In addition, in the event that any or all restrictions and/or limitations under the U.S. Risk Retention Rules, the EU Securitisation Laws or the UK Securitisation Laws are withdrawn, repealed or modified to be less restrictive on the Retention Provider, at the request of the Retention Provider and, in the case of the EU Securitisation Laws or the UK Securitisation Laws, the EU/UK Retention Provider, the Issuer, the Initial Purchasers, the Trustee or the Collateral Manager will modify any corresponding terms of the Indenture to reflect any such withdrawal, repeal or modification. Unless the Trustee and the Issuer are notified within 10 Business Days after notice by the Trustee to the holders of a proposed supplemental indenture by a Majority of any Class from whom consent is not being requested that the holders of such Class giving such notice believe that they will be materially and adversely affected by the proposed supplemental indenture, the interests of such Class will be deemed for all purposes to not be materially and adversely affected by such proposed supplemental indenture. Provided that no Retention Event has occurred and is continuing, no amendment or supplement to the Indenture which would modify the Investment Criteria or the Concentration Limitations, in each case, that would affect the EU/UK Retention Provider’s ability to comply with its obligations under the Risk Retention Letter (other than those made to ensure compliance with the Credit Parties’ covenants described under Sections 6.1EU Securitisation Laws and the UK Securitisation Laws) or that would otherwise have a material adverse effect on the EU/UK Retention Provider will be effective unless the EU/UK Retention Provider provides its prior written consent. For the avoidance of doubt, 6.2 if a Retention Event has occurred and 6.3 and Article VIII is continuing, the EU/UK Retention Provider will have no consent rights in accordance with this paragraph; provided however, the EU/UK Retention Provider will be permitted to exercise its rights as a holder of Notes. Notwithstanding any other provision relating to supplemental indentures herein, at any time, if any Class of Notes has been or contemporaneously with the Base Indentureeffectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 With the written consent of the Base Indenture shall not apply to the NotesCollateral Manager, a Majority of each Class of Secured Notes materially and adversely affected thereby, if any, and, with respect to if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, any reference the Trustee and the Issuer may, subject to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.28. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer 3, execute one or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder to institute suit for the enforcement of any such payment or distribution on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially 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 Note 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 Notes whose consent is required to request the Trustee to preserve the Assets or rescind the 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, thereby or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.y)

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notes, andprovisions of Section 8.1 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the satisfaction of the Rating Agency Condition and the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon, other than in connection with the adoption of an Alternative Rate or Fallback Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding or Subordinated Note Outstanding and affected thereby; provided, however, that this clause shall not be deemed thereby or (y) Section 8.1 or Section 8.3; (vii) modify any provision to require the consent facilitate an exchange of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 one obligation for another obligation of the Base Indenturesame Obligor that has substantially identical terms except transfer restrictions, or including to effect any serial designation relating to the deletion exchange; provided that no such supplemental indenture shall be required to facilitate any exchanges of this proviso, one obligation for another obligation in accordance with the requirements of Sections 611 and 901(7) of the Base IndentureArticle XII hereof; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10viii) modify the definition of the terms “Outstanding” or the Priority of Payments set forth in Section 11.1(a); or (ix) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any Guarantee in a manner adverse payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 Secured Notes to approve the particular form benefit of any proposed provisions for the redemption of the Secured Notes contained herein. provided that, with respect to any supplemental indentureindenture which, by its terms, (x) provides for a redemption by Refinancing of all, but it shall be sufficient if such Act shall approve not less than all, of the substance thereof. In additionSecured Notes in whole, but not in part, and (y) is consented to by the Holders of at least a majority in aggregate principal amount Majority of the Outstanding Notes Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, on behalf 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 and the Issuer shall enter into such supplemental indenture, which supplemental indenture may (a) effect an extension of the Holders end of all the Reinvestment Period, (b) establish a non-call period for the Replacement Notes or loans issued to replace such Secured Notes or prohibit a future refinancing of such replacement securities, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of such Replacement Notes or loans that is later than the Stated Maturity of the Secured Notes, waive compliance (e) effect an extension of the Stated Maturity of the Subordinated Notes, and/or (f) 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, if any Class of Notes has been or contemporaneously with the Credit Parties’ covenants described under Sections 6.1effectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, 6.2 and 6.3 and Article VIII the written consent of the Base Indentureany Holder of any Note of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders of not less than Collateral Manager, a majority in aggregate principal amount Majority of the Outstanding Secured Notes affected by such supplemental indenture (including consents obtained in connection with and a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of the Secured Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 The Trustee and the Issuer may, with the consent of a Majority of each Class of Notes materially and adversely affected thereby, if any, and of a Majority of the Base Indenture shall not apply Interests if materially and adversely affected thereby (and with prior notice to all Noteholders and to the Notes, and, with respect Issuer for delivery to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With holders of Interests) and with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors Collateral Manager and the TrusteeRetention Holder, the Companywith notice to each Rating Agency and subject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note of each Class materially and adversely affected thereby and the holder of each Interest materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment 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, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureNotes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Interests or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes or Interests the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding or outstanding Interest affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders Collateral Manager, a Majority of not less than each Class of Secured Notes voting separately by Class and a majority in aggregate principal amount Majority of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, the Make-Whole Payment (if any), or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A-1 Notes, Class B-1 Notes, Class C-1 Notes, Class D-1 Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A-1 Note Outstanding, Class B-1 Note Outstanding, Class C-1 Note Outstanding, Class D-1 Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the prior written consent of the Collateral Manager and the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Class A Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors General Partner and the Trustee Issuer may enter into an a supplemental indenture or indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Class A Notes under the this Indenture; provided, however, provided that no such supplemental indenture pursuant to this Section 8.2(a) shall, without the consent of the Holder of each Outstanding Note Class A Noteholder materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on the Class A Notes or the Commitment Fee on any Class A Note, reduce the principal amount thereof or the rate of interest thereon or the Redemption Price with respect to any Class A Note, or change the earliest date on which Class A Notes may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any installment Assets to the payment of principal of or interest on, on the Class A Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, the Class A Notes or the principal of thereof or premiuminterest, if anyCommitment Fee, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce change the percentage in principal amount of the Aggregate Outstanding Amount of the Class A Notes the whose consent of whose Holders is required under this Indenture, including for modification or amendment the authorization of any such supplemental indenture, exercise of remedies under this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) impair or adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise expressly permitted by this Indenture or the other Transaction Documents, 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 Class A Note of the security afforded by the lien of this Indenture; provided that this clause (iv) shall not apply to any supplemental indenture amending the restrictions on the sale of Collateral Obligations set forth in this Indenture, if such supplemental indenture is otherwise permitted under this Article VIII; (v) modify any of the provisions of this Section 7.2 Article VIII, except (x) to increase the percentage of Outstanding Class A Notes or Section 512 or Section 1005 Partnership Interests the consent of the Base IndentureHolders of which is required for any such action, (y) except with the consent of 100% of the Outstanding Class A Notes, to increase the percentage of the Class A Notes that may give notice that a proposed modification materially and adversely affects the Class A Notes for any such percentage purpose, or (z) to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9vi) subordinate modify the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation definitions of the Company terms “Outstanding” or such Guarantor“Majority”; (10vii) modify the Priority of Payments or any definition of terms used in the Priority of Payments herein; (viii) modify any of the provisions of this Indenture in such a manner as to directly affect the manner or procedure for the calculation of the amount of any Guarantee in a manner adverse payment of interest or principal on any Class A Note or to affect the rights of the Holders of Class A Notes to the Notes; orbenefit of any provisions for the redemption of such Class A Notes contained herein; (11ix) amend any of the provisions of this Indenture relating to the institution of proceedings for certain events of bankruptcy, insolvency, receivership or reorganization of the Issuer; (x) modify clauses the restrictions on and procedures for resales and other transfers of Notes (1except as expressly set forth in Section 8.1(a)); and (xi) through modify any of the provisions of this Indenture in such a manner as to impose any liability on a Holder of then Outstanding Notes to any third party (10other than any liabilities set forth in this Indenture on the Closing Date). (b) above. It shall not be necessary for any Act of Holders under this Section 7.2 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. In addition, so long as the Holders of at least have received a majority in aggregate principal amount copy of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenturelanguage to be included in any proposed supplemental indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 The Trustee and the Issuer may, with the consent of a Majority of each Class of Notes materially and adversely affected thereby, if any, and of a Majority of the Base Indenture shall not apply Interests if materially and adversely affected thereby (and with prior notice to all Noteholders and to the Notes, and, with respect Issuer for delivery to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With holders of Interests) and with the consent of the Holders of not less than a majority in aggregate principal amount Collateral Manager and of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection Retention Holder, with a tender offer notice to each Rating Agency and subject to Section 8.3, execute one or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note of each Class materially and adversely affected thereby, and the holder of each Interest materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment 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, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureNotes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Interests or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes or Interests the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding or outstanding Interest affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or any withholding tax liability under Section 1446 of the Code. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the consent of the Holders a Majority of not less than a majority in aggregate principal amount each Class of the Outstanding Notes materially and adversely affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Companythereby, the Guarantors Trustee and the Trustee, the Company, the Guarantors and the Trustee Co-Issuers may enter into an a supplemental indenture or indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Notes Class under the this Indenture; provided, howeverprovided that, no such supplemental indenture pursuant to this Section 8.2(a) shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note or Senior Subordinated Note Amount on any Senior Subordinated Note, reduce the principal amount thereof or the rate of interest thereon or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest onon Secured Notes or distributions on the Subordinated Notes (other than, any Note; (2) reduce the principal amount of any Note which would be due and payable upon following a declaration of acceleration redemption in full of the Stated Maturity thereof pursuant Secured Notes, an amendment to Section 502 and Section 503 permit distributions to the Holders of the Base IndentureSubordinated Notes on dates other than a Payment Date) or change any place where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Subordinated Notes or Secured Notes or the principal of thereof or premium, if anyinterest thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce change the percentage in principal amount of the Aggregate Outstanding Amount of Holders of Notes the of each Class whose consent of whose Holders is required under this Indenture, including for modification or amendment the authorization of any such supplemental indenture, exercise of remedies under this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise expressly 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 Note of the security afforded by the lien of this Indenture; (v) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Secured Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Secured Note or Subordinated Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9vi) subordinate modify the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation definitions of the Company terms "Outstanding," "Class," "Controlling Class," "Majority" or such Guarantor"Supermajority"; (10vii) modify any of the terms provisions of this Indenture in such a manner as to directly affect the calculation of the amount of any Guarantee in a manner adverse payment of interest or principal on any Secured Note, or any amount available for distribution to the Subordinated Notes or to affect the rights of the Holders of Secured Notes to the Notesbenefit of any provisions for the redemption of such Secured Notes contained herein; (viii) amend any of the provisions of this Indenture relating to the institution of proceedings for certain events of bankruptcy, insolvency, receivership or reorganization of the Co-Issuers; or (11ix) modify clauses the restrictions on and procedures for resales and other transfers of Notes (1except as set forth in Section 8.1(vi) through and (10xii)). (b) above. It shall not be necessary for any Act of Holders under this Section 7.2 Not later than twenty-five (25) Business Days prior to approve the particular form execution of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In additionindenture pursuant to Section 8.2(a), the Trustee, at the expense of the Co-Issuers, shall mail to the Noteholders, the Collateral Manager, the Collateral Administrator, any Hedge Counterparty and each Rating Agency (so long as any Secured Notes are Outstanding and are rated by such Rating Agency) a copy of such proposed supplemental indenture and shall request any required consent from the applicable Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.to be given within twenty (20)

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders Collateral Manager (in the case of not less than a majority in aggregate principal amount any supplemental indenture that affects the obligations or rights of the Outstanding Notes affected by such supplemental indenture Collateral Manager in any manner including, without limitation, (including consents obtained x) modifying the restrictions on the acquisition and disposition of Collateral Obligations or the definition of "Collateral Obligation," (y) expanding or restricting the Collateral Manager's discretion or (z) affecting the amount or priority of any fees or other amounts payable to the Collateral Manager in connection with a tender offer or exchange for the Notesany manner), by Act a Majority of said Holders delivered to each Class of Secured Notes materially and adversely affected thereby, if any, if the CompanySubordinated Notes are materially and adversely affected thereby, a Majority of the Guarantors Subordinated Notes, and any Hedge Counterparty materially and adversely affected thereby as determined in the Trustee, reasonable judgment of such Hedge Counterparty (provided such Hedge Counterparty notifies the Company, the Guarantors Issuer and the Trustee may enter into an indenture in writing no later than the Business Day prior to the proposed date of execution of such supplemental indenture), the Trustee and the Co-Issuers may, subject to Section 8.3, execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) subject to Section 8.2(b) below, change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note or any Class A-1R Note Additional Amounts, reduce the principal amount thereof or the rate of interest thereon (other than in connection with the adoption of an Alternative Rate as set forth in the definition of the term "LIBOR" or a Reset Amendment) (or, in the case of the Class A-1R Notes, the Commitment Fee Rate) or the Redemption Price with respect to any Note or Class A-1R Note Additional Amounts with respect to any Class A- 1R Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon or any Class A-1R Note Additional Amount is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially and 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 Note 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 Notes whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee's 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding and affected thereby or (y) Section 8.1 or Section 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 affect the calculation of the amount of any payment of interest or Commitment Fee or principal on any Secured Note affected thereby; providedor any Class A-1R Note Additional Amounts or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. (b) The entry into any supplemental indenture for the purpose of reducing the interest rate on any Class of Secured Notes (any such Class, that this clause the "Reduced Interest Class") will be deemed not to have a material and adverse effect on any Holder or beneficial owner of Notes except the Holders and beneficial owners of the Reduced Interest Class. Any such supplemental indenture shall not be deemed to require the consent of any Holder of any Class of Notes except the Reduced Interest Class but shall, for the avoidance of doubt, require the consent of each Holder of the Reduced Interest Class. (c) Notwithstanding any other provision relating to supplemental indentures, at any time after the expiration of the Non-Call Period, if any Class of Notes 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, the written consent of any holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder 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 Redemption Date); (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 902 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of (a) The Trustee and the Base Indenture shall not apply to the Notes, andIssuer may, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders a Majority of not less than each Class of Notes materially and adversely affected thereby, if any, and of a majority in aggregate principal amount Majority of the Outstanding Notes Interests if materially and adversely affected by such supplemental indenture thereby (including consents obtained in connection and with a tender offer or exchange prior notice to all Noteholders and to the Issuer for delivery to the Notesholders of Interests), by Act subject to satisfaction of said Holders delivered to the CompanyXxxxx’x Rating Condition and Section 8.3, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class and the holder of each Interest: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment 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, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureNotes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Interests or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes or the Interests, the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C Note Outstanding, Class D Note Outstanding, Class E Note Outstanding, Class F Note Outstanding or outstanding Interest and affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the CompanyPortfolio Manager, the Guarantors Retention Holder and a Majority of each Class of Notes reasonably expected to be materially and adversely affected thereby, the Trustee and the Trustee, the Company, the Guarantors and the Trustee Co-Issuers may enter into an a supplemental indenture or indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Notes Class under the this Indenture; provided, howeverprovided that, no such supplemental indenture pursuant to this Section 8.2(a) shall, without the consent of the each Holder of Outstanding Notes of each Outstanding Note Class and of each Interest reasonably expected to be materially and adversely affected thereby: (1i) except as provided in Sections 9.2, 9.3 and 9.8, change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon (other than in connection with a Re-Pricing or in connection with the adoption of an Alternative Rate) or the Redemption Price with respect to any Note, or change the earliest date on which the Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce , application of proceeds of any distributions to the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Issuer or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, any Notes or the principal of thereof or premium, if anyinterest thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce decrease the percentage in principal amount of the Aggregate Outstanding Amount of Holders of Notes the of each Class whose consent of whose Holders is required under this Indenture, including for modification or amendment the authorization of any such supplemental indenture, exercise of remedies under this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially adversely affect the Assets except as otherwise permitted in this Indenture; (iv) except as otherwise expressly 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 Notes of the security afforded by the lien of this Indenture; provided that this clause shall not apply to any supplemental indenture amending the restrictions on the sales of Collateral Obligations set forth in this Indenture which is otherwise permitted pursuant to Section 8.1 or this Section 8.2; (v) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes or Interests the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the each Holder of each Notes Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vi) modify the terms of any Guarantee in a manner adverse to the Holders definitions of the Notes; or terms “Outstanding,” “Class” (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 except changes that relate to approve the particular form of any proposed supplemental indenturea Re-Pricing or Optional Redemption), but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.“Controlling Class,” “Majority” or “Supermajority”;

Supplemental Indentures with Consent of Holders of Notes. Section 902 (a) With the written consent of the Base Indenture shall not apply to the NotesCollateral Manager, and, a Majority of each Class of Notes (other than with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained Reset Amendment or in connection with a tender offer or exchange for the Notes)supplemental indenture to adopt Benchmark Replacement Conforming Changes) materially and adversely affected thereby, by Act of said Holders delivered to the Companyif any, and any Hedge Counterparty materially and adversely affected thereby, the Guarantors Trustee and the TrusteeCo-Issuers may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class (other than with respect to a Reset Amendment or in connection with a supplemental indenture to adopt Benchmark Replacement Conforming Changes) materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon (other than in the case of a Re-Pricing or a Reference Rate Amendment) or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially 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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this thereby or (y) Section 7.2 and 8.1 or Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture8.3; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the terms of any Guarantee in a manner adverse to the Holders definition of the Notesterm “Outstanding” or the Priority of Payments set forth in Section 11.1(a); or (11viii) other than in connection with a Reference Rate Amendment, modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under the provisions of this Section 7.2 Indenture in such a manner as to approve affect the particular form calculation of the amount of any proposed supplemental indenturepayment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, but it shall be sufficient if such Act shall approve or to affect the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf rights of the Holders of all Notes, waive compliance with any Secured Notes to the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII benefit of any provisions for the Base Indentureredemption of such Secured Notes contained herein.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders Collateral Manager (in the case of not less than a majority in aggregate principal amount any supplemental indenture that affects the obligations or rights of the Outstanding Notes affected by such supplemental indenture Collateral Manager in any manner including, without limitation, (including consents obtained x) modifying the restrictions on the acquisition and disposition of Collateral Obligations or the definition of "Collateral Obligation," (y) expanding or restricting the Collateral Manager's discretion or (z) affecting the amount or priority of any fees or other amounts payable to the Collateral Manager in connection with a tender offer or exchange for the Notesany manner), by Act a Majority of said Holders delivered to each Class of Secured Notes materially and adversely affected thereby, if any, if the CompanySubordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, and any Hedge Counterparty materially and adversely affected thereby, the Guarantors Trustee and the TrusteeCo-Issuers may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) subject to Section 8.2(b) below, change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note or any Class A-1R Note Additional Amounts, reduce the principal amount thereof or the rate of interest thereon (or, in the case of the Class A-1R Notes, the Commitment Fee Rate) or the Redemption Price with respect to any Note or Class A-1R Note Additional Amounts with respect to any Class A-1R Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon or any Class A-1R Note Additional Amount is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially 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 Note 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 Notes whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee's 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this thereby or (y) Section 7.2 and 8.1 or Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture8.3; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the terms of any Guarantee in a manner adverse to the Holders definition of the Notesterm "Outstanding" or the Priority of Payments set forth in Section 11.1(a); or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of (a) The Trustee and the Base Indenture shall not apply to the Notes, andIssuer may, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of a Majority of each Class of Notes materially and adversely affected thereby, if any (with the Holders Class A Notes treated as two separate Classes of not less than Class A-T Notes and Class A-R Notes if differentially materially and adversely affected thereby or, if solely materially and adversely affecting the Class A-R Notes, then with the Class A-R Notes treated as a majority in aggregate principal amount separate Class of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered a Majority of the Interests if materially and adversely affected thereby, and of the Class A-R Agent, if materially and adversely affected thereby (and with prior notice to all Noteholders and to the CompanyIssuer for delivery to the holders of Interests), the Guarantors and the Trusteesubject to Section 8.3, the Company, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class and the holder of each Interest: (1i) change the Stated Maturity of the principal of, of or the due date of any installment of principal of interest or interest onClass A-R Commitment Fee, as applicable, on any Note; (2) , reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenturethereof, or reduce the rate of interest thereon or extend the time of payment of interest on Class A-R Commitment Fee, as applicable, payable thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of , or change the earliest date on which Notes of any Note Class may or must be redeemed; , change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of, interest on or Class A-R Commitment Fee, Class A-R Increased Costs or Class A-R Breakage Costs (5) provided, that changes relating to Class A-R Increased Costs or Class A-R Breakage Costs shall only require the consent of the Holder of each Outstanding Class A-R Note), as applicable, in respect of the Notes, or distributions on the Interests or change any place where, or the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or other payment due on the Notes or any distribution with respect to the Interests is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Class of Note Outstanding or the Interests, the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class of Notes Outstanding or outstanding Interest materially and adversely affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of principal, interest or Commitment Fee Amount, as applicable, on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notes, andprovisions of Section 8.1 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, if any, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon, other than in connection with a Re-Pricing or in connection with the adoption of an Alternative Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C-1 Notes, the Class C-2 Notes, Class D Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C-1 Note Outstanding, Class C-2 Note Outstanding, Class D Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding anything herein to the contrary, that this clause and solely for purposes related to any holder consent required with respect to any proposed supplemental indenture pursuant to Sections 8.1 and 8.2, a holder shall not be deemed to require have provided consent to any amendment or modification undertaken pursuant to such section if such holder affirmatively provides written consent. Notwithstanding any other provision relating to supplemental indentures herein, at any time after the expiration of the Non-Call Period, if any Class of Notes 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, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of (a) The Trustee and the Base Indenture shall not apply to the Notes, andIssuer may, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of a Majority of each Class of Notes materially and adversely affected thereby, if any (provided that if the Holders Class A Notes are materially and adversely affected thereby, the consent of not less than a majority in aggregate principal amount Supermajority of the Outstanding Class A Notes is required) and of a Majority of the Interests if materially and adversely affected by such supplemental indenture thereby (including consents obtained in connection and with a tender offer or exchange prior notice to all Noteholders and to the Issuer for delivery to the Notesholders of Interests), by Act of said Holders delivered subject to the CompanySection 8.3, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class and the holder of each Interest: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, modify any of the Coverage Tests, 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, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureNotes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Interests or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes or the Interests, the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C Note Outstanding, Class D Note Outstanding, Class E Note Outstanding, Class F Note Outstanding or outstanding Interest and affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder 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 Redemption Date); (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Fourth Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Fourth Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Fourth Supplemental Indenture (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Fourth Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII 8 of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.27.02. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2b) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3c) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4d) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5e) change the coin or currency in which the principal of or premium, if any, or interest on or any additional amounts with respect to any Note is payable; (6f) change the date on which any Note may or must be redeemed; (g) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption redemption date or a Repurchase Price Payment Date, as applicable); (7h) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) i) modify any of the provisions of this Section 7.2 7.02 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 7.02 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9j) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10k) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11l) modify clauses (1a) through (10k) above. It shall not be necessary for any Act of Holders under this Section 7.2 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.16.01, 6.2 6.02 and 6.3 6.03 of this First Supplemental Indenture and Article VIII 8 and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (c) of this Section 7.02 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notes, andprovisions of Section 8.1 and Section 8.3 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, if any, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Notes, reduce the principal amount thereof or the rate of interest thereon, other than in connection with a Re-Pricing or in connection with the adoption of an Alternative Rate or Fallback Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to each Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Amount of Holders of Notes the of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Notes 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C-1 Notes, Class C-2 Notes, Class D Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C-1 Note Outstanding, Class C-2 Note Outstanding, Class D Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of each Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 (a) With the written consent of the Base Indenture shall not apply to the NotesCollateral Manager, a Majority of each Class of Secured Notes materially and adversely affected thereby, if any, and, with respect to if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeCo-Issuers may, the Company, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) subject to Section 8.2(b) below, change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon (except in connection with the adoption of an Alternative Rate as set forth in the definition of “LIBOR” or in connection with a Reset Amendment) or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureSecured Notes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Subordinated Notes or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially 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 Note 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 Notes whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2 with respect to entering into supplemental indentures thereto, except to increase the percentage of Outstanding Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding and affected thereby or (y) Section 8.1 or Section 8.3; (vii) modify the definitions of the terms “Outstanding” or “Reinvestment Period” or the Priority of Payments set forth in Section 11.1(a); or (viii) subject to Section 8.2(b) below, modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note affected thereby; providedor any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. (b) The entry into any supplemental indenture for the purpose of reducing the interest rate on any Class of Secured Notes (any such Class, that this clause the “Reduced Interest Class”) shall be deemed not to have a material and adverse effect on any Holder or beneficial owner of Notes except the Holders and beneficial owners of the Reduced Interest Class. Any such supplemental indenture shall not be deemed to require the consent of any Holder of any Class of Notes except the Reduced Interest Class but shall, for the avoidance of doubt, require the consent of each Holder of the Reduced Interest Class. (c) Notwithstanding any other provision relating to supplemental indentures, at any time after the expiration of the Non-Call Period, if any Class of Notes 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, the written consent of any holder of any Note of such Class shall not be required with respect to changes in the references such supplemental indenture. (d) With respect to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 any supplemental indenture which, by its terms, (x) provides for an Optional Redemption by Refinancing, of all, but not less than all, Classes of the Base Indenture, or the deletion of this proviso, Secured Notes in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenturewhole, but it shall be sufficient if such Act shall approve the substance thereof. In additionnot in part, and (y) is consented to by the Holders of at least a majority in aggregate principal amount Majority of the Outstanding Notes Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, on behalf without regard to any other consent requirement specified in this Article VIII or elsewhere herein, cause such supplemental indenture to also (A) effect an extension of the Holders end of all the Reinvestment Period, (B) establish a non-call period for the replacement Notes or loans issued to replace such Secured Notes or prohibit a future refinancing of such replacement securities, (C) modify the Maximum Weighted Average Life Test, (D) provide for a stated maturity of such replacement Notes or loans that is later than the Stated Maturity of the Secured Notes, waive compliance with (E) effect an extension of the Credit Parties’ covenants described under Sections 6.1Stated Maturity of the Subordinated Notes, 6.2 and 6.3 and and/or (F) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth in this Article VIII (a “Reset Amendment”). For the avoidance of the Base doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Article VIII or elsewhere in this Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors Company and the Trustee, the Company, the Guarantors Company and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase EventControl; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Date or a Repurchase Price Payment Date, as applicable); (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the NotesCompany; or (1110) modify clauses (1) through (109) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 of this First Supplemental Indenture and Article VIII and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (3) of this Section 7.2 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Section 902 of With either (i) the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by the Act of said Holders delivered to the Company, the Guarantors Company and the Trustee, or (ii) by the adoption of a resolution, at a meeting of Holders of the Outstanding Notes at which a quorum is present, by the Holders of at least 66-2/3% in principal amount of the Outstanding Notes represented at such meeting, the Company, the Guarantors when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Indenture or of modifying in any manner the rights of the Holders of such Notes under the this Indenture; provided, however, that no such supplemental indenture shall, without the consent or affirmative vote of the Holder of each Outstanding Note affected thereby:, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureof, or reduce premium, if any, or the rate of or extend the time of payment of interest payable thereon (including Liquidated Damages), on any Note; (3) reduce the Repurchase Price in connection with amount payable upon a Change of Control Repurchase Eventmandatory repurchase; (4) reduce any premium payable upon modify the redemption provisions of or change Article XIII with respect to the date on which any Note may or must be redeemedrepurchase rights of Holders of Notes in a manner adverse to the Holders; (5) change the coin place or currency in which of payment of the principal of or of, premium, if any, or interest on any Note is payable(including any payment of Liquidated Damages or Repurchase Price in respect of such Note); (6) impair the right of any Holder to institute suit for the enforcement of any such payment in respect of any Note on or after the Stated Maturity thereof (or, in the case of redemptionany repurchase, on or after the Redemption Repurchase Date)) or, except as permitted by Section 11.11, adversely affect the right of Holders to convert any Note as provided in Article XI; (7) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.Section

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the written consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), by the Act of said Holders delivered to the Company, the Guarantors Company and the Trustee, the Company, the Guarantors when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the this Indenture or of modifying in any manner the rights of the Holders of such Notes under the this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2a) reduce the percentage in aggregate principal amount of any Note Notes the Holders of which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant must consent to Section 502 and Section 503 of the Base Indenture, or an amendment; or (b) reduce the rate of or extend the stated time of payment for payment, of interest on any Note;Note or reduce the amount, or extend the stated time for payment of the Extension Fee; or (3c) reduce the principal, or extend the Maturity Date, of any Note; or (d) make any change that adversely affects the conversion rights of any Notes; or (e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in connection with a Change any manner adverse to the Holders of Control Repurchase Event;the Notes the Company's obligations to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; or (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5f) change the coin place or currency of payment of principal, interest or the Extension Fee in which the principal respect of or premium, if any, or interest on any Note is payable;Note; or (6g) impair the right of any Holder to receive payment of principal of, and interest on, such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (with respect to such Holder's Note; or, in the case of redemption, on or after the Redemption Date); (7h) reduce adversely affect the percentage in principal amount ranking of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions as senior unsecured indebtedness of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental IndentureCompany; or (8) modify i) make any of change in the provisions of this Section 7.2 Article 8 that require each Holder's consent or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes waiver provisions in this Section 7.2 5.02 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above5.04. It shall not be necessary for any Act of Holders of Notes under this Section 7.2 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders Collateral Manager, a Majority of not less than each Class of Secured Notes voting separately by Class and a majority in aggregate principal amount Majority of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A-1 Notes, Class B-1 Notes, Class C-1 Notes, Class D-1 Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A-1 Note Outstanding, Class B-1 Note Outstanding, Class C-1 Note Outstanding, Class D-1 Note Outstanding or Subordinated Note Outstanding and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this thereby or (y) Section 7.2 and 8.1 or Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture8.3; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the terms of any Guarantee in a manner adverse to the Holders definition of the Notesterm “Outstanding” or the Priority of Payments set forth in Section 11.1(a); or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply be applicable to the Notes, and. The Company, with respect the consent of the Trustee may amend or supplement the Indenture, this Supplemental Indenture or the Notes without notice to any Holder, but with the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the written consent of the Holders of not less than at least a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered . Notwithstanding anything herein to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shallcontrary, without the consent of the each Holder of each Outstanding Note affected therebyaffected, an amendment, supplement or waiver, may not: (1) change the Stated Maturity maturity of the principal of, or the payment date of any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureof, or reduce the rate of any premium or extend the time of payment of interest on on, any Note; (3) reduce change the Repurchase Price in connection with a Change place, manner or currency of Control Repurchase Eventpayment of principal of, or any premium or interest on, any Note; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder to institute suit for the enforcement of any such payment on on, or after with respect to, or of the Stated Maturity thereof conversion of, any Note; (or5) modify, in a manner adverse to Holders, the case provisions with respect to the right of redemption, Holders pursuant to Article VII to require the Company to purchase Notes on an Option Purchase Date or after to repurchase Notes upon the Redemption Date)occurrence of a Fundamental Change; (6) adversely affect the right of Holders to convert Notes in accordance with Article VI; (7) to modify the ranking of the Notes in a manner adverse to Holders; (8) reduce the percentage in of the aggregate principal amount of the Outstanding Notes the consent of whose Holders is required for must consent to a modification to or amendment of this First Supplemental any provision of the Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture (8) modify any of the provisions of this Section 7.2 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base IndentureNotes; (9) subordinate reduce the percentage of the aggregate principal amount of the Outstanding Notes whose Holders must consent to a waiver of compliance with any provision of the Indenture or the Notes or a waiver of any Guarantee Default or Event of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor;Default; or (10) modify the terms of any Guarantee in a manner adverse to the Holders provisions of the Notes; or Indenture with respect to modification and waiver (11) modify clauses (1) through (10) aboveincluding waiver of a Default or an Event of Default), except to increase the percentage required for modification or waiver or to provide for consent of each affected Holder. It shall not be necessary for any Act of Holders of Notes under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.28.02. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2b) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3c) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4d) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5e) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6f) change the date on which any Note may or must be redeemed; (g) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption redemption date or a Repurchase Price Payment Date, as applicable); (7h) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) i) modify any of the provisions of this Section 7.2 8.02 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 8.02 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9j) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10k) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11l) modify clauses (1a) through (10k) above. It shall not be necessary for any Act of Holders under this Section 7.2 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.16.01, 6.2 6.02 and 6.3 6.03 of this First Supplemental Indenture and Article VIII and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (e) of this Section 8.02 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. (a) With the written consent of the Holders Collateral Manager, a Majority of not less than each Class of Secured Notes and a majority in aggregate principal amount Majority of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may, the Companysubject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyof each Class: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. (a) Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. 8.02. (b) With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Notes under the Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (1i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2ii) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3iii) reduce modify the Repurchase Price subordination provisions of the Notes in connection with a Change of Control Repurchase Eventany manner adverse to the Holders; (4iv) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5v) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6vi) change the date on which any Note may or must be redeemed; (vii) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Dateredemption date or a repurchase price payment date, as applicable); (7viii) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for modification or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and their consequences) provided for in the Base Indenture and this First Supplemental Indenture; (8) ix) modify any of the provisions of this Section 7.2 8.02 or Section 512 or Section 1005 of the Base Indenture, except to increase any such percentage or to provide that certain other provisions of this First Supplemental the Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the “the Trustee” and concomitant changes in this Section 7.2 8.02 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10x) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11xi) modify clauses (1a) through (10j) above. . (c) It shall not be necessary for any Act of Holders under this Section 7.2 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely for the benefit of one or more particular series of Securities other than the Notes, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of the Notes. (e) In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, and subject to and in accordance with the provisions of Section 1005 of the Base Indenture, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 6.01 and 6.3 6.03 of this First Supplemental Indenture and Article VIII and Section 1402 of the Base IndentureIndenture (other than any covenant, a modification to which under clause (e) of this Section 8.02 would require the consent of the Holder of each Outstanding Note affected thereby).

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notesprovisions of Section 8.1, andSection 8.3 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, if any, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer, with the Companywritten consent of the Collateral Manager, the Guarantors and the Trustee may enter into an indenture execute one or more supplemental indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon, other than in connection with a Re-Pricing or in connection with the adoption of an Alternative Rate or Fallback Rate, or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A-1 Notes, Class A-2 Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A-1 Note Outstanding, Class A-2 Note Outstanding or Subordinated Note Outstanding and affected therebythereby or (y) Section 8.1 or Section 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); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, howeveror to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Notes of each Class materially and adversely affected by thereby, if any, and if the holders of the Interests are materially and adversely affected thereby, a Majority of the Interests (and with the consent of a Majority of each Class of Notes, voting separately, and a Majority of the Interests, regardless of whether any such Class would be materially and adversely affected thereby, if such supplemental indenture (including consents obtained in connection with a tender offer would modify the Weighted Average Life Test, the Reinvestment Period or exchange for the NotesInvestment Criteria), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby and the holder of each Interest, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon except as expressly permitted in Section 9.8 or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Notes or distributions on the Interests or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C Notes or Interests the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C Note Outstanding or outstanding Interest affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply Subject to the Notes, andprovisions of Section 8.1 and the provisions in this Section 8.2, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by such supplemental indenture (including consents obtained in connection with thereby, and if the Subordinated Notes are materially and adversely affected thereby, a tender offer or exchange for Majority of the Subordinated Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indenture, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which the principal of or premium, if any, or interest on any Note is payable; (6) impair the right of any Holder 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 Redemption Date); (7i) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) ii) impair or adversely affect the Assets except as otherwise permitted herein; (iii) 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 Note of the security afforded by the lien of this Indenture; (iv) reduce the percentage of the Aggregate Outstanding Amount of Holders of any Class of Secured Notes 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; (v) modify any of the provisions of (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding or Subordinated Note Outstanding and affected thereby; provided, however, that this clause shall not be deemed thereby or (y) Section 8.1 or Section 8.3; (vi) modify any provision to require the consent facilitate an exchange of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 one obligation for another obligation of the Base Indenturesame Obligor that has substantially identical terms except transfer restrictions, or including to effect any serial designation relating to the deletion exchange; provided that no such supplemental indenture shall be required to facilitate any exchanges of this proviso, one obligation for another obligation in accordance with the requirements of Sections 611 and 901(7) of the Base IndentureArticle XII hereof; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the definition of the terms “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 affect the calculation of the amount of any Guarantee in a manner adverse payment of interest or principal on any Secured Note, or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 Secured Notes to approve the particular form benefit of any proposed provisions for the redemption of the Secured Notes contained herein. provided that, with respect to any supplemental indentureindenture which, by its terms, (x) provides for a redemption by Refinancing of all, but it shall be sufficient if such Act shall approve not less than all, of the substance thereof. In additionSecured Notes in whole, but not in part, and (y) is consented to by the Holders of at least a majority in aggregate principal amount Majority of the Outstanding Notes Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, on behalf 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 and the Issuer shall enter into such supplemental indenture, which supplemental indenture may (a) effect an extension of the Holders end of all the Reinvestment Period, (b) establish a non-call period for the replacement notes or loans issued to replace such Secured Notes or prohibit a future refinancing of such replacement securities, (c) modify the Weighted Average Life Test, (d) provide for a stated maturity of such replacement notes or loans that is later than the Stated Maturity of the Secured Notes, waive (e) effect an extension of the Stated Maturity of the Subordinated Notes, and/or (f) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth above (a “Reset Amendment”). In addition, in the event that any or all restrictions and/or limitations under the U.S. Risk Retention Rules, the EU Securitisation Laws or the UK Securitisation Laws are withdrawn, repealed or modified to be less restrictive on the Retention Provider, at the request of the Retention Provider and, in the case of the EU Securitisation Laws or the UK Securitisation Laws, the EU/UK Retention Provider, the Issuer, the Initial Purchaser, the Placement Agent, the Trustee or the Collateral Manager will modify any corresponding terms of the Indenture to reflect any such withdrawal, repeal or modification. Unless the Trustee and the Issuer are notified within 10 Business Days after notice by the Trustee to the holders of a proposed supplemental indenture by a Majority of any Class from whom consent is not being requested that the holders of such Class giving such notice believe that they will be materially and adversely affected by the proposed supplemental indenture, the interests of such Class will be deemed for all purposes to not be materially and adversely affected by such proposed supplemental indenture. Provided that no Retention Event has occurred and is continuing, no amendment or supplement to the Indenture which would modify the Investment Criteria or the Concentration Limitations, in each case, that would affect the EU/UK Retention Provider’s ability to comply with its obligations under the Risk Retention Letter (other than those made to ensure compliance with the Credit Parties’ covenants described under Sections 6.1EU Securitisation Laws and the UK Securitisation Laws) or that would otherwise have a material adverse effect on the EU/UK Retention Provider will be effective unless the EU/UK Retention Provider provides its prior written consent. For the avoidance of doubt, 6.2 if a Retention Event has occurred and 6.3 and Article VIII is continuing, the EU/UK Retention Provider will have no consent rights in accordance with this paragraph; provided however, the EU/UK Retention Provider will be permitted to exercise its rights as a holder of Notes. Notwithstanding any other provision relating to supplemental indentures herein, at any time, if any Class of Notes has been or contemporaneously with the Base Indentureeffectiveness of any supplemental indenture will be paid in full in accordance with this Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to such supplemental indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 The Trustee and the Issuer may, with the consent of a Majority of each Class of Notes materially and adversely affected thereby, if any, and of a Majority of the Base Indenture shall not apply Interests if materially and adversely affected thereby (and with prior notice to all Noteholders and to the Notes, and, with respect Issuer for delivery to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With holders of Interests) and with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors Collateral Manager and the TrusteeRetention Holder, the Companywith notice to each Rating Agency and subject to Section 8.3, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding any to add provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything herein to the contrary, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note of each Class materially and adversely affected thereby and the holder of each Interest materially and adversely affected thereby: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon (except in connection with a Re-Pricing) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment 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, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureNotes, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Interests or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes or Interests the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding or outstanding Interest affected thereby or (y) Section 8.1 or Section 8.3; (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 affect the calculation of the amount of any payment of interest or principal on any Note affected therebyor any amount available for distribution to the Interests, or to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein; providedor (ix) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income or any withholding tax liability under Section 1446 of the Code. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount Majority of the Outstanding Notes of each Class (or, in the case of the Class A Notes, a Supermajority) materially and adversely affected by thereby, if any (and with the consent of a Majority of each Class of Notes (and, in the case of the Class A Notes, a Supermajority), voting separately, regardless of whether any such Class would be materially and adversely affected thereby, if such supplemental indenture (including consents obtained in connection with a tender offer would modify the Weighted Average Life Test, the Reinvestment Period or exchange for the NotesInvestment Criteria), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Note, reduce the principal amount thereof or the rate of interest thereon except as expressly permitted in Section 9.8 or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets except as otherwise permitted herein; (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 Note 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 Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A Notes, Class B Notes, Class C Notes or Class D Notes the consent of the holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A Note Outstanding, Class B Note Outstanding, Class C Note Outstanding or Class D Note Outstanding affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definition of the term “Outstanding” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Note, howeveror to affect the rights of the Holders of any Notes to the benefit of any provisions for the redemption of such Notes contained herein. Notwithstanding any other provision relating to supplemental indentures herein, that at any time after the expiration of the Non-Call Period, if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.

Supplemental Indentures with Consent of Holders of Notes. Section 902 (a) With the written consent of the Base Indenture shall not apply to the NotesCollateral Manager, a Majority of each Class of Secured NotesDebt materially and adversely affected thereby, if any, and, with respect to if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for the Notes), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeCo-Issuers may, the Company, the Guarantors and the Trustee may enter into an indenture execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; provided, howeverprovided that notwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note of each Class materially and adversely affected thereby: (1i) subject to Section 8.2(b) below, change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured NoteDebt , reduce the principal amount thereof or the rate of interest thereon (except in connection with the adoption of an Alternative Rate as set forth in the definition of “LIBOR”a Reference Rate Amendment or in connection with a Reset Amendment) or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, any Note; (2) reduce on the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base IndentureSecured NotesDebt, or reduce distributions on the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of Subordinated Notes or change the date on which any Note may place where, or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially 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 Class of Secured NoteDebt 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 NotesDebt whose consent is required to request the Trustee to preserve the Assets or rescind the Trustee’s 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2 with respect to entering into supplemental indentures thereto, except to increase the percentage of Outstanding Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Note Outstanding Note and affected therebythereby or (y) Section 8.1 or Section 8.3; (vii) modify the definitions of the terms “Outstanding” or “Reinvestment Period” or the Priority of Payments set forth in Section 11.1(a); providedor (viii) subject to Section 8.2(b) belowthe paragraph below relating to supplemental indentures entered into for the purpose of reducing the interest rate on Reduced Interest Classes, howeverand except in connection with a Reference Rate Amendment or in connection with a Reset Amendment, that modify any of the provisions of this clause Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Class of Secured NoteDebt or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Secured NotesDebt to the benefit of any provisions for the redemption of such Secured NotesDebt contained herein. (b) The entry into any supplemental indenture for the purpose of reducing the interest rate on any Class of Secured NotesDebt (any such Class, the “Reduced Interest Class”) shall be deemed not to have a material and adverse effect on any Holder or beneficial owner of Notes except the Holders and beneficial owners of the Reduced Interest Class. Any such supplemental indenture shall not be deemed to require the consent of any Holder of any Class of Notes except the Reduced Interest Class but shall, for the avoidance of doubt, require the consent of each Holder of the Reduced Interest Class. (c) Notwithstanding any other provision relating to supplemental indentures, at any time after the expiration of the Non-Call Period, if any Class of Notes 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, the written consent of any holder of any Note of such Class shall not be required with respect to changes in the references such supplemental indenture. (d) With respect to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 any supplemental indenture which, by its terms, (x) provides for an Optional Redemption by Refinancing, of all, but not less than all, Classes of the Base Indenture, or the deletion of this proviso, Secured NotesDebt in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenturewhole, but it shall be sufficient if such Act shall approve the substance thereof. In additionnot in part, and (y) is consented to by the Holders of at least a majority in aggregate principal amount Majority of the Outstanding Notes Subordinated Notes, notwithstanding anything to the contrary contained or implied elsewhere in this Indenture, the Collateral Manager may, on behalf without regard to any other consent requirement specified in this Article VIII or elsewhere herein, cause such supplemental indenture to also (A) effect an extension of the Holders end of all the Reinvestment Period, (B) establish a non-call period for the replacement Notes or loans issued to replace such Secured NotesDebt or prohibit a future refinancing of such replacement securities, (C) modify the Maximum Weighted Average Life Test, (D) provide for a stated maturity of such replacement Notes or loans that is later than the Stated Maturity of the Secured NotesDebt , (E) effect an extension of the Stated Maturity of the Subordinated Notes, waive compliance and/or (F) make any other supplements or amendments to this Indenture that would otherwise be subject to the consent rights set forth in this Article VIII (a “Reset Amendment”). For the avoidance of doubt, Reset Amendments are not subject to any consent requirements that would otherwise apply to supplemental indentures described in this Article VIII or elsewhere in this Indenture. (e) Notwithstanding any of the other noteholder consent requirements under any other provision regarding supplemental indentures set forth in this Indenture that would otherwise apply, the consent of a Majority of the Controlling Class shall be required in connection with the Credit Parties’ covenants described under Sections 6.1, 6.2 execution of one or more supplemental indentures to modify the definitions of “Collateral Quality Test” and 6.3 and Article VIII of the Base Indenture“Concentration Limitations”.

Supplemental Indentures with Consent of Holders of Notes. Section 902 of With (x) the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the written consent of the Holders Collateral Manager and (y) the Consent of not less than (1) a majority in aggregate principal amount Majority of each Class of Secured Notes (voting separately by Class) materially and adversely affected thereby, if any and (2) a Majority of the Outstanding Subordinated Notes if the Subordinated Notes are materially and adversely affected thereby and (z) the written consent of any Hedge Counterparty that is materially and adversely affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for and notifies the Notes), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors Issuer and the Trustee may enter into an indenture thereof in writing no later than the Business Day prior to the proposed date of execution of such supplemental indenture, the Trustee and the Issuer may, subject to Section 8.3, execute one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; providedprovided that, howevernotwithstanding anything in this Indenture to the contrary, no such supplemental indenture shall, without the consent Consent of the (A) each Holder or beneficial owner of each Outstanding Note of each Class materially and adversely affected thereby and (B) if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, redemption on or after the applicable Redemption Date); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Amount of Holders of Notes the of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indenture; (8) iii) materially impair or materially and 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 Note of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders or beneficial owner of any Class of Secured Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Notes the consent of the Holders or beneficial owners of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder or beneficial owner of each Note Outstanding Note and affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this thereby or (y) Section 7.2 and 8.1 or Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture8.3; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10vii) modify the terms of any Guarantee in a manner adverse to the Holders definition of the Notes; or terms “Outstanding”, “Controlling Class”, “Majority”, “Supermajority” or “Class” or the Priority of Payments set forth in Section 11.1(a) (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this other than in connection with an additional issuance pursuant to Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 and 6.3 and Article VIII of the Base Indenture.2.13);

Supplemental Indentures with Consent of Holders of Notes. Section 902 of the Base Indenture shall not apply to the Notes, and, with respect to the Notes, any reference to Section 902 in the Base Indenture shall instead be deemed to refer to this Section 7.2. With the consent of the Holders of not less than Collateral Manager, a majority in aggregate principal amount Majority of the Outstanding Secured Notes of each Class materially and adversely affected by thereby, if any, and if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes (and with the consent of a Majority of the Controlling Class, regardless of whether any such Class would be materially and adversely affected thereby, if such supplemental indenture (including consents obtained in connection with a tender offer would modify the Weighted Average Life Test, the Investment Criteria or exchange for the NotesReinvestment Period), by Act of said Holders delivered to the Company, the Guarantors Trustee and the TrusteeIssuer may execute one or more supplemental indentures to add provisions to, the Company, the Guarantors and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing change in any manner or eliminating eliminate any of the provisions of the of, this Indenture or of modifying modify in any manner the rights of the Holders of such the Notes of any Class under the this Indenture; providedprovided that without the consent of (A) each Holder of each Secured Note of each Class materially and adversely affected thereby and (B) if the Subordinated Notes are materially and adversely affected thereby, howevera Majority of the Subordinated Notes, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebydescribed above may: (1i) change the Stated Maturity of the principal ofof or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or the rate of interest thereon (other than pursuant to Section 8.1(a)(xxix) or the definition of “Benchmark”) or, except as otherwise expressly permitted by this Indenture, the Redemption Price with respect to any Note, or change the earliest date on which the Notes of any installment Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on, on the Secured Notes or distributions on the Subordinated Notes or change any Note; (2) reduce the principal amount of any Note which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 502 and Section 503 of the Base Indentureplace where, or reduce the rate of or extend the time of payment of interest on any Note; (3) reduce the Repurchase Price in connection with a Change of Control Repurchase Event; (4) reduce any premium payable upon the redemption of or change the date on which any Note may or must be redeemed; (5) change the coin or currency in which which, Notes or the principal of thereof or premium, if anyinterest or any distribution thereon is payable, or interest on any Note is payable; (6) impair the right of any Holder 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); (7ii) reduce the percentage in principal amount of the Aggregate Outstanding Notes the Amount of Holders of each Class whose consent of whose Holders is required for modification the authorization of any such supplemental indenture or amendment of this First Supplemental Indenture or the Base Indenture or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Base Indenture or this First Supplemental Indenture or certain defaults thereunder and hereunder and or their consequences) consequences provided for in the Base Indenture and this First Supplemental Indentureherein; (8) iii) impair or adversely affect the Assets in any material respect except as otherwise permitted herein; (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 Note of the security afforded by the lien of this Indenture; (v) reduce the percentage of the Aggregate Outstanding Amount of Holders of Notes 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 (x) this Section 7.2 or Section 512 or Section 1005 of the Base Indenture8.2, except to increase the percentage of Outstanding Class A-1 Notes, Class A-2 Notes or Subordinated Notes the consent of the Holders of which is required for any such percentage action or to provide that certain other provisions of this First Supplemental Indenture cannot be modified or waived without the consent of the Holder of each Class A-1 Note Outstanding, Class A-2 Note Outstanding or Subordinated Note Outstanding and affected thereby or (y) Section 8.1 or Section 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 affect the calculation of the amount of any payment of interest or principal on any Secured Note or any amount available for distribution to the Subordinated Notes, or to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein. The Issuer and the Trustee may, pursuant to clause (xii) of Section 8.1(a) and as described in Section 9.2, without regard to the provisions of this Section 8.2, enter into a supplemental indenture to reflect the terms of a Refinancing upon a redemption of the Secured Notes in whole but not in part, including to make any supplements or amendments to this Indenture that would otherwise be subject to the provisions of Section 8.2, with the consent of the Collateral Manager and a Majority of the Subordinated Notes, if the Subordinated Notes are materially and adversely affected thereby; provided. The Issuer shall deliver a copy of any such supplemental indenture to the Holders prior to the execution of any such supplemental indenture. Notwithstanding any other provision relating to supplemental indentures herein, howeverat any time after the expiration of the Non-Call Period, that if any Class of Notes has been or contemporaneously with the effectiveness of any supplemental indenture will be paid in full in accordance with this clause shall not be deemed to require Indenture as so supplemented or amended, the written consent of any Holder of any Note of such Class will not be required with respect to changes in the references to “the Trustee” and concomitant changes in this Section 7.2 and Section 1005 of the Base Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7) of the Base Indenture; (9) subordinate the Notes or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; (10) modify the terms of any Guarantee in a manner adverse to the Holders of the Notes; or (11) modify clauses (1) through (10) above. It shall not be necessary for any Act of Holders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall and no such Holder may claim to be sufficient if such Act shall approve the substance thereof. In addition, the Holders of at least a majority in aggregate principal amount of the Outstanding Notes may, on behalf of the Holders of all Notes, waive compliance with the Credit Parties’ covenants described under Sections 6.1, 6.2 materially and 6.3 and Article VIII of the Base Indentureadversely affected thereby.