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

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that 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 (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, to the extent any such Person is materially and adversely affected by 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 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that 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 (a) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, purposes or (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 Codepurposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by 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 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no (i) Rating Agency Confirmation shall have been obtained with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered Counsel, (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Indenture Trustee to the effect that such supplemental indenture will not Notes for U.S. federal income tax purposes, (aC) cause the Issuer to be classified treated 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 U.S. federal income tax purposes or (cD) cause the Notes Issuer to be deemed to have been exchanged for purposes of Section 1001 of the Codeincur Michigan Single Business Tax liability; andprovided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Price Note Prepayment 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 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 FiveV, 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 principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso to the definition of the term “"Outstanding” " or (By) the definition of the term “"Controlling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and/or the percentage of the Note Balance 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 Notes the consent of which is required for such supplemental indenture or the amendment of any other Basic DocumentCertificates, as applicable; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate Note Balance 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 other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby; (vii) 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 (viii) 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee may in its discretion or upon receipt of an Opinion 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 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 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 ; (b) 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Notes and with prior written notice to the Rating AgenciesOutstanding, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, (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 mayshall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.of

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that 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 (a) cause the Issuer to be classified as an association or a 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, to the extent any such Person is materially and adversely affected by 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 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 Notes 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more 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 or waiving any past default or compliance with provisions of this Indenture; provided, however, that 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 shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time 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, to the extent any such Person is materially and adversely affected by 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 ; (c) reduce the principal amount thereofof, or extend the Interest Rate applicable thereto Maturity Date of, any Note; (d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price with respect theretoor redemption price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) change the provisions ranking of this Indenture relating the Notes in a manner that is adverse to the application Noteholders; (h) impair the right of collections on, or the proceeds of the sale of, the Trust Estate any holder to receive payment of principal of and interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor 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 Five, to the any payment of any such amount due on the Notes on or after with respect to such holder’s Note; or (i) make any change in this Section 9.02 or in the respective due dates thereof (orwaiver provisions in Section 6.02 or Section 6.09, in the each case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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 each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby; (vii) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail give notice briefly describing such amendment to all Noteholders. However, the Noteholders failure to which give such supplemental indenture relates a notice setting forth in general terms to all the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayat any time and from time to time, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and may enter into one or more indentures supplemental hereto, with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture will amendment may be permitted unless an Opinion made without the consent of Counsel is delivered to the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and 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 maymay not, without the consent of each Noteholder affected thereby, enter into any supplements for any of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenturefollowing purposes: (ia) change any the Final Scheduled Payment Date of or 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 applicable thereto thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections 2016-B 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 Five, 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 Note Balance or the Note BalanceBalance of the Controlling Class, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (Ai) the provisions of the proviso to the definition of the term “Outstanding” or ”, (Bii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The (a) With the prior written consent of each Noteholder affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time may enter into one an amendment or more indentures a supplemental hereto indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the 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 will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to for 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 following 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, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change the Maturity Date of the principal of any Final Scheduled Payment Date Note, or 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 applicable thereto 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, 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 Five, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date)Maturity Date thereof or change any provision of Article VI hereof; (ii) reduce the percentage of the Note Balanceprincipal balance of the Outstanding Notes, the consent of the Holders of Notes Noteholders of which is required for to approve any such supplemental indenture, ; or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder the Indenture or certain defaults Termination Events or Events of Default or Servicer Events of Default under this Indenture or under the Sale and Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (iii) modify any of the provisions of this Section 9.02; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any other 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 or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholders Noteholder of the security provided afforded by the Lien lien of this Indenture. (b) With the prior written consent of the Noteholders constituting Supermajority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of (i) modifying the definition of “Termination Event”, any provision of Section 8.01 hereof or (ii) waiving the existence of any Termination Event or Event of Default. (c) With the consent of the Majority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions of this Indenture; orprovided, that such supplemental indentures shall not have any of the effects described in paragraphs (i) through (v) of Section 9.02(a) or Section 9.02(b) of this Indenture; provided, further, that such action shall not adversely affect the interests of any Noteholder (without the prior written consent of such Noteholder). (ixd) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates and the Agent a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) permit the creation of any 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% Directors of the Note Balance of the Notes and with prior written notice to the Rating AgenciesCompany, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more 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 Indentureor waiving any past default; provided, however, that 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 shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or payment of interest, including Additional Interest, on any Note; (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, to the extent any such Person is materially and adversely affected by 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 thereofof, or extend the Interest Rate applicable thereto Maturity Date of, any Note; (d) make any change that impairs or otherwise adversely affects the Redemption conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to pay such price, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) change the provisions of this Indenture relating to the application of collections on, or the proceeds ranking of the sale of, Notes; (h) impair the Trust Estate right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor 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 Five, to the any 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)with respect to such holder’s Note; (iii) reduce except as expressly permitted by this Indenture, modify the percentage Guarantee obligations of the Note Balance, 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 Subsidiary Guarantor; or (j) make any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for change in this Indenture; (iii) modify Article 11 that requires each holder’s consent or alter (A) in the waiver provisions of the proviso to the definition of the term “Outstanding” in Section 7.01 or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay 7.09, in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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 each case without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby; (vii) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment and make such notice available on the substance of such supplemental indenture. Any failure website of the Indenture Trustee Company. However, the failure to mail give such noticenotice to all the holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 Section 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) permit the creation of any 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. It shall not be necessary for any Act of Noteholders under this Section 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection Section 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayat any time and from time to time, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and may enter into one or more indentures supplemental hereto, with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture will amendment may be permitted unless an Opinion made without the consent of Counsel is delivered to the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and 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 maymay not, without the consent of each Noteholder affected thereby, enter into any supplements for any of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenturefollowing purposes: (ia) change any the Final Scheduled Payment Date of or 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 applicable thereto thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections 2015-A 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 Five, 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 Note Balance or the Note BalanceBalance of the Controlling Class, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (Ai) the provisions of the proviso to the definition of the term “Outstanding” or ”, (Bii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayat any time and from time to time, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and may enter into one or more indentures supplemental hereto, with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture will amendment may be permitted unless an Opinion made without the consent of Counsel is delivered to the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and 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 maymay not, without the consent of each Noteholder affected thereby, enter into any supplements for any of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenturefollowing purposes: (ia) change any the Final Scheduled Payment Date of or 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 applicable thereto thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections 2012-A 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 Five, 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 Note Balance or the Note BalanceBalance of the Controlling Class, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (Ai) the provisions of the proviso to the definition of the term “Outstanding” or ”, (Bii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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 Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Table of Contents Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by 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 Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without 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 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.in

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) permit the creation of any 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Swap Counterparty (which prior written notice shall include, in the case of the Swap Counterparty a draft of any such proposed supplemental indenture), by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 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 will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 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 ; (b) 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 Five, 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 Note BalanceBalance or the Note Balance of the Controlling Class, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 or of the Note Balance of the Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Indenture;

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto 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 under this Indenture; provided, however, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code (which Opinion of Counsel may rely upon an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, Officer’s Certificate of the Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (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 No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, 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 any provision of this Indenture or defaults hereunder or certain defaults 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” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest any obligor on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) modify any of the provisions of this Indenture hereunder in such a 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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (viii) 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 Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer 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 faithobtain the written consent of each Holder of a Note. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer Issuing Entity and the Indenture Trustee, when authorized requested by an Issuer OrderIssuing Entity Request, also may, with the consent of the Holders of Notes evidencing Noteholders holding not less than 51% of the Note Balance a Majority Interest of the Notes and with prior written notice to the Rating Agenciesvoting together as a single class, by Act of such Holders Noteholders delivered to the Issuer Issuing Entity and the Indenture Trustee, at any time and from time to time enter into one or more amendments 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, subject to prior notice to the Rating Agencies and provided that 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 (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 entered into in accordance with this Section 1001 of the Code; and, provided further, that no such supplemental indenture may9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (ia) change any 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 applicable thereto 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 Five, 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 Note BalanceOutstanding Amount, the consent of the Holders of Notes Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or Indenture Defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iiic) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance;”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Owner Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes the consent of which is required for such supplemental indenture or the amendment of any other Basic Document; (vie) 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; (viif) 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); (viiig) 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 Owner 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 Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or (ixh) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects 65 (NALT 20[●]-[●] Indenture) Any such amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the Owner Trustee shall require the Owner Trustee's written consentsame effect as in Section 9.01(f). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination 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. 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. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders [and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 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 ; (b) 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 Five, 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 Note BalanceBalance or the Note Balance of the Controlling Class, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 or of the Note Balance of the Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Indenture;

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more 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 will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or payment of interest, including Additional Interest, on any Note; (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, to the extent any such Person is materially and adversely affected by 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 thereofof, or extend the Maturity Date of, any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Redemption Price, the Interest Rate applicable thereto Repurchase Price or the Redemption Fundamental Change Repurchase Price with respect thereto, change the provisions of this Indenture relating any Note or amend or modify in any manner adverse to the application of collections on, or the proceeds holders of the sale ofNotes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the Trust Estate covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) impair the right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor 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 Five, to the any 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 Note Balance, the consent of the Holders of Notes of which is required for any with respect to such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 holder’s Notes; (vh) reduce make any change in this Article 11 that requires each holder’s consent or in the percentage of the Note Balance the consent of the Holders of Notes of which is required for any such supplemental indenture amending the waiver provisions of this Indenture which specify the applicable percentage of the Note Balance of the Notes the consent of which is required for such supplemental indenture in Section 7.01 or the amendment of any other Basic Document;Section 7.07; or (vii) 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; (vii) modify any of the ranking provisions of this Indenture in such a manner as that is adverse to affect the calculation holders of the amount Notes; in each case without the consent of any payment each holder of interest or principal due on any an outstanding Note on any Payment Date (including affected. Upon the calculation of any written request of the individual components Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with the Company in the execution of such calculation) supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of immunities under this Indenture with respect to any part of or otherwise, in which case 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail send to the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"Controlling Class"; (ivv) 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 5.04 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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"; (ivv) 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 5.04 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer Issuing Entity and the Indenture Trustee, when authorized requested by an Issuer OrderIssuing Entity Request, also may, with the consent of the Holders of Notes evidencing Noteholders holding not less than 51% of the Note Balance a Majority Interest of the Notes and with prior written notice to the Rating Agenciesvoting together as a single class, by Act of such Holders Noteholders delivered to the Issuer Issuing Entity and the Indenture Trustee, at any time and from time to time enter into one or more amendments 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, subject to prior notice to the Rating Agencies and provided that 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 (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 entered into in accordance with this Section 1001 of the Code; and, provided further, that no such supplemental indenture may9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (ia) change any 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 applicable thereto 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 Five, 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 Note BalanceOutstanding Amount, the consent of the Holders of Notes Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or Indenture Defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iiic) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance;”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Owner Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes the consent of which is required for such supplemental indenture or the amendment of any other Basic Document; (vie) 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; (viif) 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); (viiig) 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 Owner 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 Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or (ixh) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects Any such amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the Owner Trustee shall require the Owner Trustee's written consentsame effect as in Section 9.01(f). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination 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. 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. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders [and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayat any time and from time to time, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and may enter into one or more indentures supplemental hereto, with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture will amendment may be permitted unless an Opinion made without the consent of Counsel is delivered to the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and 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 maymay not, without the consent of each Noteholder affected thereby, enter into any supplements for any of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenturefollowing purposes: (ia) change any the Final Scheduled Payment Date of or 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 applicable thereto thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections 2013-A 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 Five, 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 Note Balance or the Note BalanceBalance of the Controlling Class, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iiic) modify or alter (Ai) the provisions of the proviso to the definition of the term “Outstanding” or ”, (Bii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% [51]% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 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 will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any Final Scheduled Payment 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 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 Five, 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 Note BalanceBalance or the Note Balance of the Controlling Class, 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 hereunder or certain defaults 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” or ”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Swap Counterparty (which prior written notice shall include, in the case of the Swap Counterparty, a draft of any such proposed supplemental indenture), by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 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 will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 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 ; (b) 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 Five, 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 Note BalanceBalance or the Note Balance of the Controlling Class, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 or of the Note Balance of the Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Indenture;

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayIn addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of the Holders of more than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes evidencing not less than 51% affected by such amendment of the Note Balance of the Notes and with prior written notice to the Rating Agenciesthis Indenture, including any Indenture Supplement, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, at any time the Issuer, and from time the Indenture Trustee, as applicable, upon delivery of an Issuer Tax Opinion, and, to time the extent a Collateral Certificate is included in the property of the Issuer, upon delivery of a Master Trust Tax Opinion, may enter into one or more indentures supplemental hereto an 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 will be permitted unless amendment of 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 maySupplement will, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (ia) change any Final Scheduled Payment Date or the scheduled payment date of any payment of any installment of principal of or interest on any Note, or change an Expected Final Payment Date or Legal Maturity Date of any Note; (b) reduce the principal amount thereof, the Interest Rate applicable thereto 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 Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its Legal Maturity Date; (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 Five, 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 Note BalanceOutstanding Notes of any Series, Class or Tranche of Notes, the consent of the whose Holders of Notes of which is required for any such supplemental indentureamendment, or the consent of the whose Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences consequences, provided for in this Indenture; (iiif) modify or alter (A) the provisions any of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes the consent of which is required for such supplemental indenture Section 10.02 or the amendment of any other Basic Document; (vi) modify any provision of this Section 7.18, 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 other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (viig) modify permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the provisions Indenture Trustee for the benefit of this the Holders of such Notes; (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 10.01. 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, Class or Tranche 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 NotesNotes of any other Series, whether theretofore Class or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithTranche. It shall will not be necessary for any Act of Noteholders under this Section 10.02 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with With the consent of the Holders holders of Notes evidencing not less than 51% of the Note Balance at least a majority in aggregate principal amount of the Notes and at the time Outstanding (including, without limitation, consents obtained in connection with prior written notice to a purchase of, or tender offer or exchange offer for, Notes), the Rating Agencies, by Act of such Holders delivered to the Issuer Company and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more indentures supplemental hereto to this Indenture 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 Indentureor waiving any past default; provided, however, that 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 shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes Outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or payment of interest, including Additional Interest, if any, on any Note; (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, to the extent any such Person is materially and adversely affected by 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 thereofof, or extend the Interest Rate applicable thereto Maturity Date of, any Note; (d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note or change any Note’s place of payment; (g) change the provisions of this Indenture relating to the application of collections on, or the proceeds ranking of the sale of, Notes; or (h) impair the Trust Estate right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor 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 Five, to the any payment of any such amount due on the Notes on or after the respective due dates thereof (orwith respect to such holder’s Note, in the each case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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 each holder of each an Outstanding Note affected thereby; (vii) modify any affected. Upon the written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject only to Section 4.05, 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 4.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to provide all the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with (a) With the consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more 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, howeverthat, that subject to the express rights of the Insurer under the -------- Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no 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 mayshall, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note 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 Notesthereon, or change any the 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 Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated each Noteholder and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. 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. Promptly after the execution by the Issuer and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto 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 under this Indenture; provided, however, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified as subject to an association entity level tax or publicly traded partnership taxable be an entity treated as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States U.S. federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes which Opinion of Section 1001 Counsel may rely upon an Officer’s Certificate of the Code; and, provided further, that no Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (b) No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, 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 any provision of this Indenture or defaults hereunder or certain defaults 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” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest any obligor on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) modify any of the provisions of this Indenture hereunder in such a 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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (viii) 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 Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer 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 faithobtain the written consent of each Holder of a Note. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture consented to by the -------- ------- Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without 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 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no -------- ------- such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"; (ivv) 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 5.04 5.4 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 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 Notes 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; (vii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal 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 the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; or (viiivii) 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and (a) With the Indenture Trustee, when authorized by an Issuer Order, may, with the written consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more 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, howeverthat, that subject to the express rights of the Insurer under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no 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 mayshall, without the written consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note 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 Notesthereon, or change any the 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 Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the written consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Noteseach Noteholder and each Rating Agency, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. 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. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Indenture Trusteeconsent (evidenced as provided in Section 10.1 hereof) of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by an Issuer OrderBoard Resolution, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and Trustee may from time to time and at any time enter into one an indenture or more 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture will shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be permitted unless an Opinion redeemed or repaid at the option of Counsel is delivered the holder thereof or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note Mortgage Bonds, or prior to the Indenture Trustee Release Date, reduce the principal amount of any series of Senior Note Mortgage Bonds to an amount less than the principal amount of the related series of Notes or alter the payment provisions of such Senior Note Mortgage Bonds in a manner adverse 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 Holders of the Code; andNotes, provided further, that no such supplemental indenture may, in each case without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:Note so affected; or (i2) change any Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, modify this Section 13.2(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions Holders of this Indenture relating which are required to the application of collections on, or the proceeds of the sale of, the Trust Estate consent 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 Five, to the payment of any such amount due on the Notes on supplemental indenture or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) to reduce the percentage of Notes, the Note BalanceHolders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Notes then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution 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 which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. It shall not be necessary for any Act of Noteholders under this Section 13.2 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 Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.2, the Indenture Trustee shall mail to give notice in the Noteholders to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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"; (ivv) 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 5.04 5.4 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; (vvi) 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 Notes Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and With --------------------------------------------------- the Indenture Trusteeconsent (evidenced as provided in Article IX) of the holders 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 Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and Trustee may from time to time and at any time enter into one an indenture or more 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 will be permitted unless an Opinion shall (i) ----------------- extend the fixed maturity of Counsel is delivered 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 Indenture Trustee holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Designated 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 effect that such supplemental indenture will not (a) cause Noteholders the Issuer right to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause convert the Notes into Common Stock subject to be characterized other than as indebtedness for United States federal income tax purposes the terms set forth herein, including Section 15.6, or (c) cause modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayNoteholders, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by 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 NoteNote so affected, or reduce the principal amount thereof, the 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 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 Five, 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 Note BalanceNotes, the consent of the Holders of Notes holders of which is are required for to consent to 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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 holders of each Outstanding Note affected thereby; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesis discretion, 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 faithsupplemental 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with (a) With the consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more 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, howeverthat, that subject to the express rights of the Insurer -------- under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no 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 mayshall, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note 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 Notesthereon, or change any the 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 Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated each Noteholder and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. 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. Promptly after the execution by the Issuer and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or 56 otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without 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 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 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 FiveV, 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 Note Balance, Balance the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance 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 the consent of the Notes the consent Holders of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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; (vii) modify any of the provisions of this Indenture in such manner as to 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 (viiiix) 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 such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Article 9) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9), the Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, with at the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesCompany’s expense, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time and at any time enter into one an indenture or more 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 Indenture; Notes, provided, however, that 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 (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, to the extent any such Person is materially and adversely affected by such supplemental indenture: shall (i) change any Final Scheduled Payment Date or extend the date fixed maturity of payment of any installment of principal of or interest on any Note, or reduce the rate or extend the time for payment of Liquidated Damages thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on repurchase or redemption thereof, the 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 Notesimpair, or change in any place respect adverse to the holder of payment whereNotes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Designated Event or any Repurchase Date, or change the coin time at which the Notes may or must be redeemed or repurchased, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which, any Note or which the interest thereon is Notes are payable, or impair the right to institute suit for convert the enforcement Notes into Common Stock, cash or other property receivable upon conversion, subject to the terms set forth herein, including Section 15.05 or reduce the number of shares of Common Stock or the amount of any other property receivable upon conversion of the Notes, or modify the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, any material respect with respect to the payment subordination of any such amount due on the Notes on or after in a manner adverse to the respective due dates thereof (orNoteholders, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of quorum or voting requirement for the Note Balance, 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 hereunder or certain defaults and their consequences provided for as set forth in this Indenture; (iii) , modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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 11.02, except to increase any the percentage specified herein in principal amount of Notes whose holders must consent to an amendment or to provide that certain additional other provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of Noteholders of outstanding Notes affected by such modification or waiver without the Holder consent of the holder of each Outstanding such Note affected thereby; so affected, or (viiii) modify reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the provisions holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the Board Resolutions 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and the Insurer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and, so long as no Insurer Default has occurred and is continuing, the consent of the Notes and with prior written notice to the Rating AgenciesInsurer, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 (i) consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (ii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee and the Insurer to the effect that such supplemental indenture will not (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause will be permitted without 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 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (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 applicable thereto 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 Five, 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 Note Balance, 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 hereunder this Indenture 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” or (B) the definition of the term “Note Balance”"; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04 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 Notes or amend the provisions of this Article which specify the percentage of the Note Balance the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of to amend this Indenture which specify the applicable percentage of the Note Balance of the Notes the consent of which is required for such supplemental indenture or the amendment of any other Basic DocumentDocuments; (viv) 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; (viivi) 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 (viiivii) 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 Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Administrator shall certify to the Indenture Trustee may in its discretion determine 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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 modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture (i) may materially and adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 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 ; (b) 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 Five, 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 Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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; (vii) 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The (a) With the prior written consent of each Noteholder affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time may enter into one an amendment or more indentures a supplemental hereto indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the 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 will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to for 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 following 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, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change the Maturity Date of the principal of any Final Scheduled Payment Date Note, or 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 applicable thereto 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, 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 Five, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date)Maturity Date thereof or change any provision of Article VI hereof; (ii) reduce the percentage of the Note Balanceprincipal balance of the Outstanding Notes, the consent of the Holders of Notes Noteholders of which is required for to approve any such supplemental indenture, ; or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder the Indenture or certain defaults Termination Events or Events of Default or Servicer Events of Default under this Indenture or under the Sale and Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (iii) modify any of the provisions of this Section 9.02; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any other 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 or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholders Noteholder of the security provided afforded by the Lien lien of this Indenture. (b) With the prior written consent of the Noteholders constituting Supermajority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of (i) modifying the definition of "Termination Event", any provision of Section 8.01 hereof or (ii) waiving the existence of any Termination Event or Event of Default. (c) With the consent of the Majority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions of this Indenture; orprovided, that such supplemental indentures shall not have any of the effects described in paragraphs (i) through (v) of Section 9.02(a) or Section 9.02(b) of this Indenture; provided, further, that such action shall not adversely affect the interests of any Noteholder (without the prior written consent of such Noteholder). (ixd) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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. 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. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates and the Agent a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more 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 or waiving any past default or compliance with provisions of this Indenture; provided, however, that 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 shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or payment of interest, including Additional Interest, on any Note; (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, to the extent any such Person is materially and adversely affected by 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 thereofof, or extend the Interest Rate applicable thereto Maturity Date of, any Note; (d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) change the provisions of this Indenture relating to the application of collections on, or the proceeds ranking of the sale of, Notes; (h) impair the Trust Estate right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor 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 Five, to the any payment of any such amount due on the Notes on or after with respect to such holder’s Note; or (i) make any change in this Article 9 or in the respective due dates thereof (orwaiver provisions in Section 6.02 or Section 6.09, in the each case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults 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” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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 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 Notes 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 each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby; (vii) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, 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; (viii) 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 Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee 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 Notesdiscretion, 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 faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment and make such notice release available on its website. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with (a) With the consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more 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, howeverthat, that subject to the express rights of the Insurer -------- under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no 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 mayshall, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note 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 Notesthereon, or change any the 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 Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated each Noteholder and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. 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. Promptly after the execution by the Issuer and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto 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 under this Indenture; provided, however, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code (which Opinion of Counsel may rely upon an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, Officer’s Certificate of the Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (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 No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, 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 any provision of this Indenture or defaults hereunder or certain defaults 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” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest any obligor on the Notes; (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) modify any of the provisions of this Indenture hereunder in such a 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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (viii) 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 Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer 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 faithobtain the written consent of each Holder of a Note. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail forward to the Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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. The Issuer and (a) With the Indenture Trustee, when authorized by an Issuer Order, may, with the written consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more 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, howeverthat, that subject to the express rights of the Insurer under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no 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 mayshall, without the written consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note 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 Notesthereon, or change any the 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 Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the written consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 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;"; or (v) reduce the percentage of the Note Balance 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 Notes 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; (vii) 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Noteseach Noteholder and each Rating Agency, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. 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. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail Section 10.02. (c) Any modification to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms of this Indenture that materially, directly, and adversely impacts the substance of such supplemental indenture. Any failure Counterparty shall require the prior written consent of the Indenture Trustee to mail such noticeCounterparty, or any defect therein, which consent shall not, however, in any way impair or affect the validity of any such supplemental indenturenot be unreasonably withheld.