Common use of Supplemental Indentures with Consent of Noteholders Clause in Contracts

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesAdministrator, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture shallmay materially adversely affect the interests of any Noteholder without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (i) change any Class Final Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Note Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available thereforfunds, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling Securities, Class the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture; (iv) modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”; (v) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of such supplemental indenture amending the provisions of this Indenture in which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such manner as to supplemental indenture or the amendment of any other Transaction Document; (vii) affect the calculation of the amount of any payment of interest on or principal due of the Notes payable on any Note on any Payment Date (Distribution Date, including the calculation of any of the individual components of such calculation; (viii) or modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; or (viiix) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice from the Administrator to the each Rating Agencies Agency and with the written consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity and Issuer, the Indenture TrusteeTrustee (which consent shall not be unreasonably withheld), 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21) and with the consent of the Holders of at least Notes evidencing not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change delay the date Class Final Scheduled Maturity Date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the any Holder of any Note Notes of the security provided by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . The manner of obtaining such consents (dand any other consents of Noteholders provided for in this Indenture or in any other Basic Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesAdministrator, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture shallmay materially adversely affect the interests of any Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (i) change any Class Final Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Note Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available thereforfunds, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling Securities, Class the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture; (iv) modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”; (v) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of such supplemental indenture amending the provisions of this Indenture in which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such manner as to supplemental indenture or the amendment of any other Transaction Document; (vii) affect the calculation of the amount of any payment of interest on or principal due of the Notes payable on any Note on any Payment Date (Distribution Date, including the calculation of any of the individual components of such calculation; (viii) or modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; or (viiix) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice made available to the Rating Agencies by the Administrator and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of at least Noteholders evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, as evidenced by an Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of the Holder of each Outstanding Note such Noteholder affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesPrincipal Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Principal Balance required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.2; (ve) modify any provision of this Section 9.2 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Related Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . The manner of obtaining such consents (dand any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Notwithstanding any other provision of this Indenture, no indenture supplement shall be effective unless the Swap Counterparty, if any consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no material adverse effect on the interests of the Swap Counterparty, if any.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice from the Administrator to the each Rating Agencies Agency and with the written consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders Noteholders delivered to the Issuing Entity and Issuer, the Indenture TrusteeTrustee (which consent shall not be unreasonably withheld), 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder Noteholder of any Note of the security provided by the lien of this Indenture; or (viiivii) except as provided in amend the provisions of Section 5.04(a)(iv)7.06 regarding the voting of Notes held by the Honda Parties, liquidate if any. The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders Enhancer and the Noteholders of at least not less than a majority of the Outstanding Amount Note Balances of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iib) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securitiesany Class of Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Noteholder"; (ivd) reduce the percentage of the Outstanding Amount aggregate Note Balance of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”” or (ii) the definition of Controlling Class; (ivd) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture TrusteeGrantor Trust and, when authorized by an Issuing Entity Order, the Indenture Trustee, also may, with 10 Business Days prior written notice by the Issuing Entity to each of the Rating Agencies Agencies, and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass, by Act of such Holders delivered to the Issuing Entity Entity, the Grantor Trust and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon interest rate applicable thereto, or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes; (v) modify any provision of this Section except 9.2 to increase decrease the required minimum percentage necessary to approve any percentage specified herein or amendments to provide that certain additional any provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent any of the Holder of each Outstanding Note affected therebyTransaction Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) ), or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;therein; or (vii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto thereto or deprive the Holder of any Note of the security provided afforded by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively may rely upon on an Officer’s Certificate certifying as to and/or an Opinion of Counsel in determining whether or not any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive binding upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any thereunder before or after the date upon which such determination made in good faithsupplemental indenture becomes effective. (c) It shall not be necessary for any sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit deliver to the Holders of the Notes to which such amendment or supplemental indenture relates Noteholders a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.2 would not cause either of the Issuing Entity or the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”” or (ii) the definition of Controlling Class; (ivd) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice from the Administrator to the each Rating Agencies Agency and with the written consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders Noteholders delivered to the Issuing Entity and Issuer, the Indenture TrusteeTrustee (which consent shall not be unreasonably withheld), 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in amend the provisions of Section 5.04(a)(iv)7.06 regarding the voting of Notes held by the Honda Parties, liquidate if any. The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesAdministrator, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture shallmay materially adversely affect the interests of any Noteholder without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (i) subject to the deemed effectiveness of any determination, decision or election made by the Issuer in connection with a Benchmark Transition Event or a Benchmark Replacement as contained in Section 2.16(c), change any Class Final Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Note Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available thereforfunds, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling Securities, Class the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture; (iv) modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”; (v) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of such supplemental indenture amending the provisions of this Indenture in which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such manner as to supplemental indenture or the amendment of any other Transaction Document; (vii) affect the calculation of the amount of any payment of interest on or principal due of the Notes payable on any Note on any Payment Date (Distribution Date, including the calculation of any of the individual components of such calculation; (viii) or modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; or (viiix) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of at least Notes evidencing not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the any Holder of any Note Notes of the security provided by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . The manner of obtaining such consents (dand any other consents of Noteholders provided for in this Indenture or in any other Basic Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice by the Issuer to the each Rating Agencies Agency and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesRequired Holders, by Act of such Required Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indentureindenture or any amendment to the other Transaction Documents, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit deliver to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Security Balances of the Controlling Securitieseach Class of Notes affected thereby, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Security Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Balance of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (viiiif 100% of the Certificates are not owned by the Seller) except to be subject to an entity level tax. Any such action shall not (as provided in Section 5.04(a)(iv), liquidate evidenced by either (i) an Opinion of Counsel delivered to the Receivables when Master Servicer and the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall be entitled consent to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture). The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the each Rating Agencies Agency and with the written consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the each Rating Agencies Agency and with the written consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling SecuritiesNotes affected thereby, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale Sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount related Note Balance of the Controlling Securitiesany Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount aggregate Note Balance of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in Section 5.04(a)(iv), liquidate any material respect the Receivables when interests of the proceeds Certificateholder or shall have received the express written consent of such sale would be insufficient the Certificateholder to fully pay the Notes. (b) indenture supplement. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders (as defined in Section 10.03) under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes and the Custodian to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”” or (ii) the definition of Controlling Class; (ivd) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the each Rating Agencies Agency and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized requested by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least Noteholders holding not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders Noteholders under this Indenture subject to the satisfaction of the Notes under this Indenture; provided, however, Rating Agency Condition and provided that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ia) change the Note Final Scheduled Payment Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders Noteholders of which is required for any such supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Indenture Defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Owner Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (ve) modify any provision of this Section Section, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viif) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien of this Indenture; or (viiig) except impair the right to institute suit for the enforcement of payment as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of 5.07. Any such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee supplemental indenture shall be entitled executed only upon delivery of an Opinion of Counsel to receive and conclusively rely upon an Officer’s Certificate certifying the same effect as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderin Section 9.01(b)(iii). The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Balance of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding” or modify or alter the exception in the definition of the term “Holder”; (iv) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (viiiif 100% of the Certificates are not owned by the Seller) except to be subject to an entity level tax. Any such action shall not (as provided in Section 5.04(a)(iv)evidenced by either (i) an Opinion of Counsel delivered to the Depositor, liquidate the Receivables when Issuer, the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee and the Securities Administrator or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall be entitled consent to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture). The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and Issuer, the Indenture Trustee and the Securities Administrator of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee Securities Administrator shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Securities Administrator to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Final Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount principal amount of the Controlling Securities Notes Outstanding required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (v) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) faith or on the basis of an Opinion of Counsel. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders Credit Enhancer and the Noteholders of at least not less than a majority of the Outstanding Amount Note Balances of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iib) reduce the percentage of the Outstanding Amount Note Balances of any Class of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Noteholder"; (ivd) reduce the percentage of the Outstanding Amount aggregate Note Balance of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesRequired Holders, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Security Balances of the Controlling Securitieseach Class of Notes affected thereby, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Security Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuing Entity to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture -------- ------- shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Security Balances of the Controlling Securitieseach Class of Notes affected thereby, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Security Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;; 50 (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Quarterly Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with the prior notice to consent of the Rating Agencies Agencies, the written consent of the holder of the Trust Certificate and with the consent of the Holders of at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture TrusteeNotes, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents Operative Agreements cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions provision for the mandatory redemption of the Notes contained herein;; or (viig) 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 Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and may conclusively rely upon on an Officer’s Certificate certifying as to Opinion of Counsel (at the expense of the party requesting the supplemental indenture) regarding whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture In connection with requesting the consent of the Noteholders and the holder of the Trust Certificate pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and to the Owner Trustee (which shall not be liable for any in turn mail to the holder of the Trust Certificate) a notice setting forth in general terms the substance of such determination made in good faith. (c) supplemental indenture. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Security Balances of the Controlling SecuritiesNotes affected thereby and the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securitiesany Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Noteholder"; (iv) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and provided, further, that any action listed in clauses (viiii) except through (vii) above shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax or cause an Adverse REMIC Event. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. So long as there does not exist a failure by the Credit Enhancer to make a required payment under the Policies, the Credit Enhancer shall have the right to exercise all rights of the Holders of the Notes under this Indenture without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Credit Enhancer, except as provided herein.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes affected thereby, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in Section 5.04(a)(iv), liquidate any material respect the Receivables when interests of the proceeds of such sale would be insufficient to fully pay the Notes. (b) Certificateholder. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders (as defined in Section 10.03) under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling SecuritiesClass and with prior notice to the Rating Agencies, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture shallmay materially adversely affect the interests of any Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (i) change any Class Final Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Note Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available thereforfunds, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling Securities, Class the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture; (iv) modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”; (v) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of such supplemental indenture amending the provisions of this Indenture in which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such manner as to supplemental indenture or the amendment of any other Transaction Document; (vii) affect the calculation of the amount of any payment of interest on or principal due of the Notes payable on any Note on any Payment Date (Distribution Date, including the calculation of any of the individual components of such calculation; (viii) or modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; or (viiix) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice by the Issuer to the each Rating Agencies Agency and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesRequired Holders, by Act of such Required Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indentureindenture or any amendment to the other Transaction Documents, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso as to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior written notice made available by the Administrator to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture or a copy of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the each Rating Agencies Agency and with the written consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity and Issuer, the Indenture TrusteeTrustee (which consent shall not be unreasonably withheld), 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Stated Maturity Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount principal amount of the Controlling SecuritiesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount principal amount of the Controlling Securities Notes Outstanding required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (v) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) faith or on the basis of an Opinion of Counsel. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”” or (ii) the definition of Controlling Class; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the each Rating Agencies Agency and with the written consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesAmount, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate . The Administrator shall certify to the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such 50 notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (x) the provisions of the proviso as to the definition of the term “"Outstanding”" or (y) the definition of Controlling Class; (iv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Notes of the Controlling SecuritiesClass, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Notes or of the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (x) the provisions of the proviso to the definition of the term “"Outstanding”" or (y) the definition of "Controlling Class"; (iv) reduce the percentage of the Outstanding Amount of the Notes or of the Controlling Securities Class required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to any Swap Counterparty and the Rating Agencies and with the consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, payable (other than pursuant to the terms and conditions of the Reset Rate Notes or pursuant to the Reset Rate Note Procedures set forth in Appendix A-2 to this Indenture) or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling SecuritiesClass and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling SecuritiesClass, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Note Balance required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Document; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vivii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viiviii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholders of the security provided by the lien Lien of this Indenture; or (viiiix) except impair the right to institute suit for the enforcement of payment as provided in Section 5.04(a)(iv)5.07. In addition, liquidate any supplement which affects the Receivables when Owner Trustee shall require the proceeds of such sale would be insufficient to fully pay the Notes. (b) Owner Trustee's written consent. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and upon receipt by the Indenture Trustee of an Opinion of Counsel, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesMajority in Interest, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture; or (viii) except as provided , the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in Section 5.04(a)(iv)the time frame set forth in solicitation documents relating to such consent, liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) waiver or agreement. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice by the Issuer to the each Rating Agencies Agency and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesRequired Holders, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest (including any Note Interest Carryover) on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest (including any Note Interest Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest (including any Note Interest Carryover) or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies Agencies, with the consent of the Security Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of at least not less than a majority of the Outstanding outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Security Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4; (vvi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vivii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viiviii) 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 Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viiiix) except as provided in Section 5.04(a)(iv), liquidate adversely affect the Receivables when interests of the proceeds of such sale would be insufficient to fully pay the Notes. (b) Security Insurer without its prior consent. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso as to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The . Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Holders of at least a majority of Required Noteholders and, if the Outstanding Amount of Servicer’s or the Controlling SecuritiesBack-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, by Act of such Holders delivered to the Issuing Entity and Servicer or the Indenture TrusteeBack-Up Servicer, as applicable, enter into an one or more indenture supplements or indentures supplemental amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby(and in the case of clause (iii) below, the consent of each Secured Party): (i) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) change the Noteholder voting requirements with respect to any Transaction Document; (iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indentureindenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiiv) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition Issuer, the Seller or an Affiliate of the term “Outstanding”foregoing; (ivvi) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes; (vvii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding outstanding Note affected thereby; (viviii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) ), to alter the application of Collections or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;in this Indenture; or (viiix) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Indenture, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this Indenture; or (viii) except provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed above. The Indenture Trustee may, but shall not be liable for obligated to, enter into any such determination made in good faith. (c) amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any Act consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. (d) . Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a notice setting forth in general terms Series Supplement, to the substance Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indentureindenture or amendment. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureindenture or amendment.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Notes of the Controlling SecuritiesClass, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Notes or the Notes of the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (x) the provisions of the proviso to the definition of "Outstanding" or (y) the term “Outstanding”definition of "Controlling Class"; (iv) reduce the percentage of the Outstanding Amount of the Notes or the Notes of the Controlling Securities Class, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”” or (ii) the definition of Controlling Class; (ivd) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies [and each Swap Counterparty] then rating the Notes [and each Swap Counterparty] and with the consent of the Holders Noteholders of at least a majority of the Outstanding Amount of all of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv)[provided, liquidate the Receivables when the proceeds of however, that such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee auction shall not be liable for adversely affect in any material respect the interests of any Swap Counterparty unless such determination made in good faith. (c) Swap Counterparty shall have consented thereto]. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. [The parties to this Indenture acknowledge and agree that, pursuant to each Swap Agreement, the Issuer has agreed or will agree that it will not enter into any amendment, modification or supplement to this Indenture or any other Basic Document without the consent of each Swap Counterparty that would materially adversely affect (i) any Swap Counterparty’s ability to enforce or protect its rights or remedies under the related Swap Agreement (including any security interest granted to such Swap Counterparty pursuant to this Indenture), (ii) the ability of the Issuer to timely and fully perform its obligations under each Swap Agreement or (iii) any of the Issuer’s obligations under each Swap Agreement or any Basic Document (including priority of payments under the Trust Agreement or this Indenture). Any such amendment, modification or supplement without the written consent of each Swap Counterparty shall be void and unenforceable.]

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of at least Noteholders evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Swap Counterparty, without the consent of the Holder Swap Counterparty; and, provided further, that no such supplemental indenture shall, as evidenced by an Officer's Certificate of each Outstanding Note the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of such Noteholder affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesPrincipal Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Principal Balance required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.2; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Related Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . The manner of obtaining such consents (dand any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and Issuer, the Indenture Trustee, when authorized by an Issuing Entity Orderthe Paying Agent, also maythe Authentication Agent and the Transfer Agent and Registrar also, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesMajority Investors, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture 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, of this Indenture or of modifying in any manner the rights of the Holders Noteholders of the Notes all Series under this Indenture; provided. If an indenture or indentures supplemental hereto affects only the Noteholders of a particular Series of Notes, howeverthen the consent of the Holders of a majority of the Series Outstanding Amount of such Series shall be required to such indenture or indenture supplemental. Notwithstanding the foregoing, that no such supplemental indenture shall, without the consent of Holders of 100% of the Holder Series Outstanding Amount of each the Outstanding Note Notes affected thereby: (ia) change the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, therefor to the payment of any such amount due on the Notes on or after the respective due dates thereof thereof, as provided in Article V (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage that constitutes a majority of the Series Outstanding Amount of the Controlling Securities, Notes of any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant Pledged Assets if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the Outstanding Notes; (ve) modify any provision decrease the percentage of this Section except the aggregate principal amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or that specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents that require such consent; (vif) modify any of or alter the provisions of this Indenture in such manner as to affect regarding the calculation voting of Notes held by the amount of Issuer, any payment of interest other obligor on the Notes, the Transferor, the Servicer or principal due on any Note on any Payment Date (including the calculation Affiliate of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;foregoing Persons; or (viig) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Pledged Assets for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such Pledged Assets at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Indenture Trustee Transfer Agent and Registrar of any supplemental indenture Supplement Indenture pursuant to this SectionSection 10.02, the Indenture Trustee Paying Agent shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terms the substance of such supplemental supplement indenture. Any ; provided, however, that any failure of the Indenture Trustee Paying Agent to transmit mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Note Issuer and the Indenture Note Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes of each Series or Class to be affected, by Act of such Holders delivered to the Issuing Entity Note Issuer and the Indenture Note Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without -------- ------- the consent of the Holder of each Outstanding Note of each Series or Class affected thereby: (i) change the date of payment of any installment of principal of or premium, if any, or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price premium, if any, with respect thereto, change the provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or premium, if any, or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes or of a Series or Class thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Note Trustee to direct the Issuing Entity Note Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest interest, principal or principal premium, if any, due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided . The Note Trustee may in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to its discretion determine whether or not any Notes or Certificates of a Series or Class would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes and holders of all Certificates of such Series or Class, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Note Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Note Issuer and the Indenture Note Trustee of any supplemental indenture pursuant to this Section, the Indenture Note Trustee shall transmit mail to the Rating Agencies and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Note Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the written consent of any Swap Counterparties and the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Quarterly Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, Notes whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates and to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Security Balances of the Controlling SecuritiesNotes affected thereby and the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby and the Credit Enhancer: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securitiesany Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Noteholder"; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Depositor or any of them; (v) reduce the percentage of the Outstanding Amount Security Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (vvi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vivii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (viiviii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note or the Credit Enhancer of the security provided by the lien of this Indenture; or and provided, further, that any action listed in clauses (i) through (viii) except above shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. So long as there does not exist a failure by the Credit Enhancer to make a required payment under the Policy, the Credit Enhancer shall have the right to exercise all rights of the Holders of the Notes under this Indenture without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Credit Enhancer, except as provided herein.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Holders Required Noteholders of at least a majority of each Series and, if the Outstanding Amount of Servicer’s or Back-Up Servicer’s (including, as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Controlling SecuritiesServicer or Back-Up Servicer, by Act of such Holders delivered to the Issuing Entity and the Indenture Trusteeas applicable, enter into an one or more indenture supplements or indentures supplemental amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby (and in the case of clause (iii) below, the consent of each Secured Party): (i) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections Collections on, or the proceeds of the sale of, the Receivables Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) change the voting requirements in any Transaction Document; (iii) impair the right to institute suit for the enforcement of the certain provisions of this Indenture requiring the application of funds available therefor, as provided in Article V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indentureindenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiiv) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition Issuer, the Depositor, the Seller or an Affiliate of the term “Outstanding”foregoing; (ivvi) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Controlling Securities Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Receivables Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes; (vvii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding outstanding Note affected thereby; (viviii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) ), to alter the application of “Investor Principal Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;in this Indenture; or (viiix) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Receivables Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Indenture, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this Indenture; or (viii) except provided, further, that no amendment will be permitted if it would result in a taxable event to any Noteholder, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate the Receivables when the proceeds of unless such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an OfficerNoteholder’s Certificate certifying consent is obtained as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed above. The Indenture Trustee may, but shall not be liable for obligated to, enter into any such determination made amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything in good faith. Sections 13.1 and 13.2 to the contrary but subject to Section 13.11, the Series Supplement with respect to any Series may be amended with respect to the items and in accordance with the procedures provided in such Series Supplement. Without the consent of the Noteholders, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or amendments to any Series Supplement (cwhich shall conform to any applicable provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee to conform to the terms of the Offering Memorandum. No supplemental indenture or amendment to this Base Indenture or any Series Supplement shall be effective if the result will cause (i) the Issuer or the Receivables Trust to be classified as an association or publicly traded partnership taxable as a corporation, or (ii) the Receivables Trust (or any part thereof) to be classified, for United States federal income tax purposes, as other than a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J, chapter 1 of Subtitle A of the Code. It shall not be necessary for any Act consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. (d) . The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a notice setting forth in general terms Series Supplement, to the substance Noteholders of the applicable Series), the Back-Up Servicer, the Servicer and the Rating Agencies a copy of such supplemental indentureindenture or amendment. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureindenture or amendment.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeAdministrator, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer, the Indenture Trustee and the Indenture Trustee Administrator of any supplemental indenture pursuant to this Section, the Indenture Trustee Administrator shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Administrator to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except , and further provided that any such action will not, as provided evidenced by an Opinion of Counsel satisfactory to the Trustee, result in Section 5.04(a)(iv), liquidate the Receivables when the proceeds creation of such sale would be insufficient to fully pay the Notes. (b) a new Security. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the prior written consent of the Note Insurer and the Seller and the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Principal Balances of the Controlling SecuritiesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Noteholder"; (iv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying may, with the consent of the Note Insurer, so long as to no Note Insurer Default exists, in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and and, with the consent of the Note Insurer and the Holders of at least not less than a majority of the Outstanding Amount Note Principal Balances of the Controlling SecuritiesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (viiiif 100% of the Certificates are not owned by the Seller) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may, in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling SecuritiesClass and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, at any time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) the Rating Agency Condition shall have been satisfied with respect such action and (ii) no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Controlling SecuritiesClass, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Note Balance required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Document; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vivii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viiviii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholders of the security provided by the lien Lien of this Indenture; or (viiiix) except impair the right to institute suit for the enforcement of payment as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) 5.07. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Hedge Counterparty and the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Prior to the payment in full of the Senior Notes, this Indenture may be amended upon the request of any Holder of Class D Notes to permit the transfer of the Class D Notes other than in accordance with Section 2.04(d), which amendment may include the addition or deletion of any provisions appropriate thereto; provided that the requesting Holder of Class D Notes shall have (at its sole expense) supplied the Owner Trustee and the Indenture Trustee with an opinion of nationally recognized counsel to the effect that the execution of such amendment will not result in the recognition by any Holder of a Senior Note of a “taxable event” within the meaning of Section 1001 of the Code or adversely affect any rights or remedies of any Holder of a Senior Note. Notwithstanding the provisions of Sections 9.02 and 9.03, no amendment, indenture or supplemental indenture hereto shall be effective in the event that such amendment, indenture or supplemental indenture materially and adversely effects the Hedge Counterparty and the Hedge Counterparty’s prior written consent shall not have been obtained.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except as provided . The Trustee may in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority not less than 50% of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;; or (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except , and further provided that any such action will not, as provided evidenced by an Opinion of Counsel satisfactory to the Trustee, result in Section 5.04(a)(iv), liquidate the Receivables when the proceeds creation of such sale would be insufficient to fully pay the Notes. (b) a new security. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Balance of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding” or modify or alter the exception in the definition of the term “Holder”; (iv) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (viiiif 100% of the Certificates are not owned by the Seller) except to be subject to an entity level tax. Any such action shall not (as provided in Section 5.04(a)(iv)evidenced by either (i) an Opinion of Counsel delivered to the Depositor, liquidate the Receivables when Issuer, the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee and the Securities Administrator or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall be entitled consent to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture). The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and Issuer, the Indenture Trustee and the Securities Administrator of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee Securities Administrator shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Securities Administrator to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With the consent (aevidenced as provided in Article IX) The Issuing Entity and of the Indenture Trusteeholders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent resolutions of the Holders Board of at least a majority of the Outstanding Amount of the Controlling SecuritiesDirectors, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the Holder holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Noteso affected, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the aforesaid percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder holders of each Outstanding Note affected thereby; (vi) modify any all Notes then outstanding. Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate orTrustee may in is discretion, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. (c) supplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The In addition to any amendment permitted pursuant to Section 9.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of more than 66 2⁄3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Asset Pool Supplement and any Indenture Supplement, by Act of said Holders delivered to the Issuing Entity Entity, the Collateral Agent and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity Entity, the Collateral Agent and the Indenture Trustee, as applicable, upon delivery of an Issuing Entity Tax Opinion, may enter into an indenture or indentures supplemental hereto amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture shallamendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or change a Scheduled Principal Payment Date or Legal Maturity Date of any Note; (b) reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections onStated Principal Amount of, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest rate on the Notesany Note, or change any place the method of payment wherecomputing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the coin or currency Nominal Liquidation Amount in which, a manner that is adverse to the Holder of any Note or the interest thereon is payable, or Note; (c) [RESERVED]; (d) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note; (iie) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the Controlling Securitiesany Series, Class or Tranche of Notes, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture; (iiif) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section or Section 6.18, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vig) modify permit the creation of any lien or other encumbrance on the Collateral of any Asset Pool that secures any Tranche of Notes that is prior to the lien in favor of the provisions Holders of this the Notes of such Tranche; (h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect Supplement; (i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or (including j) make any other amendment not permitted by Section 9.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the calculation benefit of any one or more particular Series, Classes or Tranches of the individual components of such calculation) Notes, or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to such Series, Class or on a parity with the lien of this Indenture Tranche with respect to any part of such covenant or other provision, will be deemed not to affect the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of any other Series, whether theretofore Class or thereafter authenticated and delivered hereunderTranche. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such Act shall will approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of at least not less than a majority of the Outstanding Amount Note Principal Balance of the Controlling Securitieseach Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate and to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling SecuritiesNotes, or any Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”" or modify or alter the exception in the definition of the term "Holder"; (iv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Controlling Securities Notes, or any Class of Notes, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof; (v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer, if 100% of the Certificates and Class A-3 Notes, Class A-4 Notes and Subordinate Notes (viiiother than any Class A-3 Notes, Class A-4 Notes or Subordinate Notes with respect to which a "will be debt" opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) except are not owned by the investor to be subject to an entity level tax for federal income tax purposes. Any such action shall not adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture) as evidenced by an Opinion of Counsel (provided in Section 5.04(a)(iv), liquidate by the Receivables when Person requesting such supplemental indenture) delivered to the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderSecurities Administrator. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee Securities Administrator shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Securities Administrator to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso as to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) 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 Trust Estate or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies Agencies, and with the consent of the Holders of at least Interested Noteholders holding a majority of the Outstanding Amount of the Controlling Securities, by Act related Classes of such Holders delivered to the Issuing Entity and the Indenture TrusteeNotes, 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, this Indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Noteeach Class of Notes, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, applicable Notes or change any place of payment where, or the coin or currency in which, any Note Note, or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders holders of which is required for any such supplemental indenture, or the consent of the Holders holders of the Notes of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any applicable Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); (vii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate change the Receivables when the proceeds definition of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderInterested Noteholders. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders holders of the Notes under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders holders of the Notes to which such amendment or supplemental indenture relates a notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders delivered to the Issuing Entity and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith.. 55 (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies and with the consent the Holders of a Majority in Interest of each materially adversely affected Series of Notes, by Act of the Holders of at least a majority of the Outstanding Amount of the Controlling Securities, by Act of such Holders Series delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Master Indenture or the related Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of such Series under this Master Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Master Indenture relating to the application of collections on, or the proceeds of the sale of, the a Trust Estate to payment of principal of or interest on the related Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Master Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes of a Series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Master Indenture or the related Indenture Supplement or certain defaults hereunder and their consequences provided for in this IndentureMaster Indenture or the related Indenture Supplement; (iii) modify or alter the provisions of the proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities any Series required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate for such Series pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Master Indenture or the related Indenture Supplement or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Master Indenture or the related Indenture Supplement in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;herein or the related Indenture Supplement; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this any Indenture Supplement with respect to any part of the related Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this any Indenture Supplement on any property at any time subject hereto thereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) related Indenture Supplement. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes of the applicable Series to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior written notice to the Rating Agencies and with the consent of the Holders of at least Noteholders evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling SecuritiesNotes, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, as evidenced by an Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of the Holder of each Outstanding Note such Noteholder affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesPrincipal Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount of the Controlling Securities Principal Balance required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.2; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Related Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien Lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . The manner of obtaining such consents (dand any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. Subject to subsection (ab) The Issuing Entity of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agencies Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Holders of at least a majority of the Outstanding Amount of the Controlling SecuritiesNotes, voting as a single class by Act Action of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notesredemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; 47 (NAROT 2019-B Indenture) (2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (ii3) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii4) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv5) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Owner Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.045.04(d)(4); (v6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption Amount of the Notes contained herein;necessary to amend the Indenture; or (vii7) 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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) . The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Holders of at least not less than a majority of the Outstanding Principal Amount of the Controlling SecuritiesNotes, acting as a single class, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedprovided that, howeversubject to the express rights of the Insurer under the Basic Documents, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of of, or interest on on, any Note, Note or reduce the principal amount thereof, the Interest Rate note rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage of the Outstanding Principal Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiid) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (ive) reduce the percentage of the Outstanding Principal Amount of the Controlling Securities Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (vf) modify any provision decrease the percentage of this Section except the Outstanding Principal Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected therebyDocuments; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viig) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral for such Notes or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viiih) except as provided result in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient a taxable event to fully pay the Notes. (b) any Noteholder for federal income tax purposes. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies may and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesNotes, voting together as a single Class, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action must satisfy the Rating Agency Condition and no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the second proviso to the definition of the term “"Outstanding”"; (iv) reduce the percentage of the Outstanding Amount of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture; or (viii) except , and further provided that any such action will not, as provided evidenced by an Opinion of Counsel satisfactory to the Trustee, result in Section 5.04(a)(iv), liquidate the Receivables when the proceeds creation of such sale would be insufficient to fully pay the Notes. (b) a new security. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least not less than a majority of the Outstanding Amount Voting Rights of the Controlling SecuritiesNotes affected thereby, by Act of such Holders Noteholders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Holder each Noteholder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iib) reduce the percentage of the Outstanding Amount Note Balances of the Controlling SecuritiesNotes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter the provisions of the proviso to exception in the definition of the term “Outstanding”; (ivd) reduce the percentage of the Outstanding Amount Note Balances of the Controlling Securities Notes required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note Noteholder affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;); or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien of this Indenture; or (viii) except and provided, further, that such action shall not, as provided in Section 5.04(a)(iv)evidenced by an Opinion of Counsel, liquidate cause the Receivables when the proceeds of such sale would Issuer to be insufficient subject to fully pay the Notes. (b) an entity level tax. The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) . It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall transmit mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of at least not less than a majority of the Outstanding Amount of the Controlling SecuritiesClass of the Notes, by Act of such Holders delivered to the Issuing Entity Issuer and the Indenture Trustee, 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, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Amount of the Notes or the Controlling SecuritiesClass, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding”;” or (ii) the definition of Controlling Class; 52 (2018-B Indenture) (ivd) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Securities Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuing Entity Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (ve) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vif) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;; or (viig) 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) . Promptly after the execution by the Issuing Entity Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall transmit mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.