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

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 Controlling Class and with prior notice to the Rating Agencies and the Administrator, 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) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class and with prior notice to the Rating Agencies and the Administrator, 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) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator, by Act of such Holders delivered to the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture Trustee, at shall be conclusive and binding on such Holder and on all future Holders of such Note and of any time and from time to timeNote issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), 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 under this Indenture; provided, however, that (i) if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to timeAgencies, 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 (i) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder action and (ii) no such supplemental indenture will be permitted unless 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 Counsel, cause the Issuer to be characterized for federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; and, provided further, that no such with respect to supplemental indenture may, without indentures relating to matters other than those specified in clause (y) below or (y) the consent of the Holder Noteholders of each Outstanding Note affected by such thereby shall have consented thereto, with respect to any supplemental indentureindenture which would:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Holders of not less than a majority of the principal amount of the Notes Outstanding, 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 under this Indenture; provided, however, that (i) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder and Noteholder, (ii) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (iii) 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 Counsel, cause the Issuer to be characterized for federal Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any NoteholderNoteholder or Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class Majority Noteholders and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 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 characterized classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (b) cause the Notes to be characterized other than as an association taxable as a corporation or otherwise have any material adverse impact on the indebtedness for United States federal income taxation of any Notes Outstanding or any Noteholdertax purposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by 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 Controlling Class and with prior notice to the Rating Agencies and the AdministratorAgencies, 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) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Noteholders of Notes evidencing not less than a majority of the principal amount of the Notes Outstanding, 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 (i) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder action and (ii) no such supplemental indenture will be permitted unless 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 Counsel, cause the Issuer to be characterized for federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any NoteholderNoteholder or Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to timeAgencies, 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 (i) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder action and (ii) no such supplemental indenture will be permitted unless 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 Counsel, cause the Issuer to be characterized for federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; and, provided further, that no such with respect to supplemental indenture may, without indentures relating to matters other than those specified in clause (y) below or (y) the consent of the Holder Noteholders of each Outstanding Note affected by such thereby shall have consented thereto, with respect to any supplemental indentureindenture which would:

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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 the Rating Agency Condition shall have been satisfied with respect such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder 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 cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator, by Act of such Holders delivered to the Issuer and with the Indenture Trustee, at consent of the Majority Noteholders (which consent of any time Holder of a Note given pursuant to this Agreement or pursuant to any other provision of this Agreement shall be conclusive and from time to timebinding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), 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 under this Indenture; provided, however, that (i) if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Agreement without such party’s signature; provided further, however, that, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer With the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuing Entity and the Indenture Trustee, when authorized by an Issuer Order, may, with Trustee and the consent of the Holders Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator, by Act of such Holders Counsel is delivered to the Issuer Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Issuing Entity and the Indenture Trustee, at any time and from time to time, Trustee may 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 (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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Holders of not less than a majority of the principal amount of the Notes Outstanding, 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 under this Indenture; provided, however, that (i) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder and Noteholder, (ii) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action, (iii) 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 Counsel, cause the Issuer to be characterized for federal Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any NoteholderNoteholder or Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class Notes and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 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 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 as an association taxable as a corporation or otherwise (c) cause the Notes to be deemed to have any material adverse impact on been exchanged for purposes of Section 1001 of the federal income taxation of any Notes Outstanding or any NoteholderCode; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by 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 Controlling Class and with prior notice to the Rating Agencies and the AdministratorAgencies, 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 (i) 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 cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 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 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 as an association taxable as a corporation or otherwise (c) cause the Notes to be deemed to have any material adverse impact on been exchanged for purposes of Section 1001 of the federal income taxation of any Notes Outstanding or any NoteholderCode; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by 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 Controlling Class Notes and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 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 characterized classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (b) cause the Notes to be characterized other than as an association taxable as a corporation or otherwise have any material adverse impact on the indebtedness for United States federal income taxation of any Notes Outstanding or any Noteholdertax purposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by 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 Controlling Class and with prior written notice to the Rating Agencies and with the Administratorconsent of the Noteholders evidencing not less than a majority of the Outstanding Principal Balance of the Notes, 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that (i) no such supplemental indenture may materially shall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder the Swap Counterparty, without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any NoteholderSwap Counterparty; and, provided further, that no such supplemental indenture mayshall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of the Holder of each Outstanding Note such Noteholder affected by such supplemental indenturethereby:

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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorSwap 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, 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 the Rating Agency Condition shall have been satisfied with respect such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder 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 cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the written consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorOutstanding Amount, by Act of such Holders delivered to the Issuer Issuer, the Indenture Trustee and the Indenture Trustee, at any time and from time to timeSwap Counterparty (which consent shall not be unreasonably withheld), 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 (i) no such supplemental indenture may shall materially and adversely affect the interests rights or obligations of any Noteholder without the consent Swap Counterparty under this Indenture (as evidenced by an Opinion of such Noteholder and (iiCounsel) no unless the Swap Counterparty shall have consented in writing to such supplemental indenture will (and such consent shall be permitted unless an Opinion deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of Counsel is delivered to the Indenture Trustee to the effect that a written request for such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholderconsent); andprovided, provided further, that no such supplemental indenture mayshall, without the written consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior notice to the Rating Agencies Agencies[, the Swap Counterparty] and the Administrator, 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) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class and with prior notice to the Rating Agencies 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, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class Notes and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 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 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 as an association taxable as a corporation or otherwise (c) cause the Notes to be deemed to have any material adverse impact on been exchanged for purposes of Section 1001 of the federal income taxation of any Notes Outstanding or any NoteholderCode; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice by the Administrator to the Rating Agencies (which may be delivered by causing the Depositor to post a notice to the website maintained by the Depositor for notifications to nationally recognized statistical rating organizations) and with the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class and with prior notice to Notes, voting as a single class (excluding for such purpose the Rating Agencies and outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the AdministratorNotes are held of record (Nissan 2011-A Indenture) 52 or beneficially owned by NARC II, NMAC or any of their Affiliates), by Act Action 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 (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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior notice to the Rating Agencies and the Administrator, 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) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized requested by an Issuer OrderRequest, also may, with the consent of the Holders of Notes evidencing Noteholders holding not less than 51% a majority of the aggregate Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorBalance, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, at any time [and from time to time, the Swap Counterparty] 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 Noteholders under this Indenture subject to the satisfaction of the Notes under this IndentureRating Agency Condition; [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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall materially and adversely affect the rights or obligations of the Swap Counterparty under this Indenture unless the Swap Counterparty shall have consented in writing to such supplemental indenture (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of a written request for such consent);] and provided further that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected by such supplemental indenturethereby:

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% [51]% of the Note Balance of the Controlling Class and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 the Rating Agency Condition shall have been satisfied with respect such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder 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 cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also may with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of all the Notes in case Outstanding Notes of all Classes are to be affected, or with the consent of the Controlling Class and with prior notice Noteholders of not less than a majority of the Outstanding Amount of the Notes to be affected in case one or more, but less than all, of the Rating Agencies and the AdministratorClasses of Outstanding Notes are to be affected, 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 relating to such Notes or of modifying in any manner the rights of the Holders of the Notes such Noteholders 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholders of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior notice to the Rating Agencies and the AdministratorAgencies, 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 without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class and with prior written notice to the Rating Agencies and with the Administratorconsent of the Noteholders evidencing not less than a majority of the Outstanding Principal Balance of the Notes, 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that (i) no such supplemental indenture may materially shall, as evidenced by an Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder the Swap Counterparty, without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any NoteholderSwap Counterparty; and, provided further, that no such supplemental indenture mayshall, as evidenced by an Officer’s Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of the Holder of each Outstanding Note such Noteholder affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Holders of not less than a majority of the principal amount of the Notes Outstanding, 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 under this Indenture; provided, however, that (i) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder and Noteholder, (ii) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (iii) 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 Counsel, cause the Issuer to be characterized for federal Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or the Final Payment Certificate or any Noteholder, Certificateholder or the Final Payment Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior written notice to the Rating Agencies Agency and with the prior written consent of the Note Insurer if no Insurer Default has occurred and is continuing and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to timeNote Majority, 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 under this Indenture; provided, however, that (i) if an Insurer Default has occurred and is continuing, written consent of the Note Insurer shall be required prior to the execution of such supplemental indenture or indentures unless such action shall not, as evidenced by an Opinion of Counsel delivered to the Note Insurer and the Trustee, adversely affect in any material respect the interests of the Note Insurer; and provided, further, that, subject to the express rights of the Note Insurer under the Related Documents, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Insurer (if no Insurer Default shall have occurred and be continuing) and the Noteholders evidencing not less than 51% of the Class A Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorInsurer, 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 Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that (ia) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without or the consent of Insurer, (b) the Rating Agency Condition shall have been satisfied with respect to such Noteholder action and (iic) no such supplemental indenture will be permitted unless 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 Counsel, cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided furtherFURTHER, that no such supplemental indenture mayshall, without the consent of the Insurer and the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Insurer (if no Insurer Default shall have occurred and be continuing) and the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorInsurer, 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) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without or the consent of such Noteholder and Insurer, (ii) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (iii) 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 Counsel, cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any NoteholderNoteholder or Certificateholder; and, provided further, that that, subject to the express rights of the Insurer under the Transaction Documents, no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also may with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of all the Notes in case Outstanding Notes of all Series are to be affected, or with the consent of the Controlling Class and with prior notice Noteholders of not less than a majority of the Outstanding Amount of the Notes to be affected in case one or more, but less than all, of the Rating Agencies and the AdministratorSeries of Outstanding Notes are to be affected, 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 relating to such Series or of modifying in any manner the rights of the Holders Noteholders of the Notes such Series under this Indenture; provided, however, that (i) so long as a Swap Agreement is in effect, no such supplemental indenture change adversely affecting the rights of the Counterparty may materially adversely affect the interests of any Noteholder be made without the consent of such Noteholder Counterparty (so long as such Counterparty is not in default under such Swap Agreement) and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, further provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholders of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior notice to the Rating Agencies and the AdministratorAgencies, 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 (i) 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by such supplemental indenture:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Noteholders of not less than a majority of the Outstanding Amount of the Notes, 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 of modifying in any manner the rights of the Holders of the Notes Noteholders 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholder of each Outstanding Note affected by such supplemental indenture:thereby: (i) change the date of payment of any installment of principal of or interest (including any Note Interest Carryover) on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorNotes, 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 (i) no such supplemental indenture may shall materially and adversely affect the interests rights or obligations of any Noteholder without the consent of such Noteholder and (ii) no Swap Counterparty under this Indenture unless the Swap Counterparty shall have consented in writing to such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholderindenture; andprovided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with With the consent of the Holders Noteholders of Notes evidencing not less than 5166 2/3% of the in aggregate Note Principal Balance of the Controlling Class Outstanding Notes materially affected thereby and with prior notice to the Rating Agencies and the AdministratorOakwood Servicing (for so long as it holds any LLC Interests), by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time, Trustee may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes or the Receivables Purchase Agreement, for the purpose of adding any provisions tohereto or thereto, or changing in any manner or eliminating any of the provisions of, this Indenture hereof or thereof or modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders hereunder or thereunder; provided, however, provided that (i) no such supplemental indenture may materially adversely affect or amendment shall be effective unless the interests of any Noteholder without the consent of such Noteholder Issuer obtains a Tax Opinion and (ii) no such supplemental indenture will be permitted unless obtains an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will or amendment would not cause the Issuer Notes to be characterized other than as indebtedness for federal income tax purposes as an association taxable as or cause the Notes to be deemed to have been exchanged for a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; new debt instrument pursuant to Treasury Regulation Section. 1.1001-3 and, provided furnishes each such Opinion of Counsel to the Indenture Trustee in connection therewith; and provided, further, that no such supplemental indenture mayor amendment shall, without the consent of the Holder Noteholders of each 100% in aggregate Note Principal Balance of the Outstanding Note Notes affected by such supplemental indenture:thereby,

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 Controlling Class and with prior written notice to the Rating Agencies and with the Administratorconsent of the Noteholders evidencing not less than a majority of the Outstanding Principal Balance of the Notes, 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that (i) no such supplemental indenture may materially shall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder a Swap Counterparty, without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any NoteholderSwap Counterparty affected thereby; and, provided further, that no such supplemental indenture mayshall, as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee, adversely affect in any material respect the interests of a Noteholder, without the consent of the Holder of each Outstanding Note such Noteholder affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Except as provided in Paragraph (e) below, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, mayalso may (i) with prior notice to each Rating Agency, (ii) with the consent of the Insurer, so long as an Insurer Default shall not have occurred and be continuing and the Policy shall be in effect, (iii) with the consent of the Holders of Notes evidencing not less than 51% a majority of the Outstanding Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the AdministratorBalances, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time (iv) with the consent of the Holders of not less than a majority of the Outstanding Note Balance of the Class C Notes, by Act of such Holders delivered to timethe Issuer and the Indenture Trustee, 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 Noteholders under this Indenture; provided, however, that (i) that, subject to the express rights of the Insurer under the Basic Documents, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also may with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance Outstanding Amount of all the Notes in case Outstanding Notes of all Classes are to be affected, or with the consent of the Controlling Class and with prior notice Noteholders of not less than a majority of the Outstanding Amount of the Notes to be affected in case one or more, but less than all, of the Rating Agencies and the AdministratorClasses of Outstanding Notes are to be affected, by Act 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 relating to such Notes or of modifying in any manner the rights of the Holders of the Notes such Noteholders 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholders of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorAgencies, 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 (i) may materially and adversely affect the interests of any Noteholder without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected by 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 Controlling Class and with prior written notice to the Rating Agencies and with the Administrator, by Act prior written consent of such Holders delivered to the Issuer Controlling Party and the Indenture Trustee, at any time and from time to time, Note Majority 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 under this Indenture; provided, however, that (i) if an Insurer Default has occurred and is continuing, written consent of the Note Insurer shall be required prior to the execution of such supplemental indenture or indentures unless such action shall not, as evidenced by an Opinion of Counsel delivered to the Note Insurer and the Trustee, adversely affect in any material respect the interests of the Note Insurer; provided further, that, subject to the express rights of the Note Insurer under the Related Documents, including its rights to agree to certain modifications of the Receivables pursuant to Section 3.2 of the Pooling and Servicing Agreement, 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 cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and with the Administratorconsent of the Holders of not less than a majority of the principal amount of the Notes Outstanding, 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 under this Indenture; provided, however, that (i) no such supplemental indenture may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder without the consent of such Noteholder and Noteholder, (ii) no the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (iii) 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 Counsel, cause the Issuer to be characterized for federal Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any NoteholderNoteholder or Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note affected by such supplemental indenturethereby:

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 Controlling Class and with prior written notice to the Rating Agencies and the AdministratorSwap 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, 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 the Rating Agency Condition shall have been satisfied with respect such supplemental indenture may materially adversely affect the interests of any Noteholder without the consent of such Noteholder 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 cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: