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

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Class A Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to which such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iv) (x) such action shall not materially adversely affect the rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (y) each Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture relates a notice setting forth in general terms shall, without the substance of such supplemental indenture. Any failure consent of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity Holder of any such supplemental indenture.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders consent of Notes evidencing at least a majority of the aggregate outstanding principal amount Note Balance of the Controlling Class of Notes, acting together as a single Note Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether ; provided, however, that (i) the Rating Agency Condition shall have been satisfied with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or not 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 would be Outstanding or outstanding Certificates or any Noteholder or Certificateholder, (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affected by affect the rights or obligations of any supplemental indenture Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (which determination y) each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be based on deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture not resulting in a downgrade in shall, without the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders consent of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than [66-2/3]% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. ; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee may in its discretion determine shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling each Class of Notes, acting together as a single ClassClass (excluding for purposes of such calculation and action all Notes held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single ClassClass (excluding for purposes of such calculation and action all Notes held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreements), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes or the Revolving Liquidity Note would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all NotesNotes and the Revolving Liquidity Note, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to which such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iv) (x) such action shall not materially adversely affect the rights or obligations of the Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement or (y) the Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture relates a notice setting forth in general terms shall, without the substance of such supplemental indenture. Any failure consent of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity Holder of any such supplemental indenture.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to which such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iv) (x) such action shall not materially adversely affect the rights or obligations of the Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement or (y) the Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than 10 Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within 10 Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture relates a notice setting forth in general terms shall, without the substance of such supplemental indenture. Any failure consent of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity Holder of any such supplemental indenture.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to With the --------------------------------------------------- consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, -------- however, that no such supplemental indenture shall (i) extend the fixed maturity ------- of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article Nine) of the Required Noteholders, Golden State Petroleum, as agent of the Issuer and the Indenture TrusteeOwners, when authorized by an Issuer Orderthe Owners, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture TrusteeTrustee may, from time to time and at any time, enter into an indenture or of indentures supplemental hereto for the purpose of adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders holders of the Mortgage Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by , any supplemental indenture or Security Document (which determination will including any document assigned thereby); provided that if any such addition, change, elimination or modification disproportionately adversely affects the Serial Notes and the Additional Notes on the one hand or the Term Notes on the other hand, it shall not be based on effective against such Notes unless it shall have been approved by the holders of a majority of the Outstanding Notes so disproportionately adversely affected; and provided further that, without the consent of the Holders of each Mortgage Note affected, no such supplemental indenture not resulting in a downgrade in shall extend the ratings applicable final maturity or redemption date thereof, reduce the rate of interest thereon, extend the time of payment of interest, reduce the principal amount thereof, reduce any amount payable upon the redemption thereof, change the sinking fund redemption amount, or impair the right to institute suit for the Notes) and enforcement of any such determination shall be conclusive upon payment, or reduce the percentage of the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable whose consent is required for any such determination made in modification or amendment or modify any provisions of this Indenture relating to the absence amendment thereof or the creation of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any a supplemental indenture pursuant to this Section, (unless the Indenture Trustee shall mail to change increases the Holders rights 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 indentureHolders)."

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that no such supplemental indenture shall (i) without the consent of the holders of each Note so affected, extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption or repurchase thereof, alter the obligation of the Company to repurchase the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock or cash subject to the terms set forth herein or (ii) without the consent of the holders of all the Notes then outstanding, reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the 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 and with the consent of the Insurer (if no Insurer Default shall have occurred and be continuing), with prior notice to the Insurer and the Rating Agencies and Agencies, by Action the Act of such Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, at any time and from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to 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 Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which under this Indenture; provided, however, that (i) no such amendment or supplemental indenture relates a notice setting forth in general terms consented to by the substance 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. Any failure indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to mail the effect that such notice, 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 outstanding Certificates or any defect therein, shall not, however, in any way impair Noteholder or Certificateholder and (iii) no such supplemental indenture will be permitted without the consent of the Insurer if such supplemental indenture would reasonably be expected to materially adversely affect the validity interests of any the Insurer; 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that no such supplemental indenture shall (i) without the consent of the holders of each Note so affected, extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or (ii) without the consent of the holders of all the Notes then outstanding, reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (evidenced as provided in Section 9.038.01) of the holders of not less than 66 2/3% in aggregate principal amount of the Notes of all series at the time outstanding affected by a Supplemental Indenture (voting as one class), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the Noteholders holders of the Notes of each such series; provided, however, that no such Supplemental Indenture shall (i) extend the fixed maturity of any Notes, or Certificateholders reduce the principal amount thereof (and premium, if any) or reduce the rate or extend the time of payment of any interest thereon, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any such Supplemental Indenture, or the percentage required for the consent of the holders pursuant to Section 6.13 to waive defaults, without the consent of the holders of each Note so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithSupplemental Indenture. It shall not be necessary for any Action the consent of Noteholders the noteholders under this Section to approve the particular form of any proposed supplemental indentureSupplemental Indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture Supplemental Indenture pursuant to the provisions of this Section, the Indenture Trustee Company shall mail to give notice thereof in the Holders of the Notes to which such amendment or supplemental indenture relates a notice manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indentureSupplemental Indenture to all noteholders of each series so affected. Any failure of the Indenture Trustee Company so to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSupplemental Indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which under this Indenture; provided, however, that (i) 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, action shall not, howeveras evidenced by an Opinion of Counsel, adversely affect in any way impair material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iv) (x) such action shall not materially adversely affect the validity rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (y) each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture.indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03With the consent of the Holders of not less than a majority in aggregate principal amount of all of the Notes of each applicable series then Outstanding affected by such supplemental indenture (treated as a single class), the Issuer and the Indenture TrusteeCompany, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer OrderOfficers’ Certificate), also and the Trustee may, with prior notice to upon the Rating Agencies written request of the Company and by Action receipt of the aforementioned Board Resolution and upon providing the Trustee evidence of the consent of the Holders of the Notes evidencing as aforesaid, from time to time and at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trusteeany time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes of each such series; provided, that no such supplemental indenture shall (a) extend the Stated Maturity of the principal of any Note, or Certificateholders under reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce or alter the method of computation of any amount payable on redemption, repayment or purchase by the Company thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof, premium, if any, or interest thereon payable in any coin or currency other than that provided in such Notes, this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture or in accordance with the terms of such Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if such Notes provide therefor, any right of repayment or purchase at the option of the Noteholder, without the consent of the Holder of each Note so affected, (b) reduce the percentage of Notes of any series, the consent of the Holders of which determination will be based on is required for any such supplemental indenture not resulting in a downgrade in or to waive compliance with certain provisions of this Indenture or for waiver of certain defaults, without the ratings applicable to the Notes) and any such determination shall be conclusive upon consent of the Holders of all each Note so affected or (c) modify any of the provisions of this Section 9.02, except to increase any such percentage, to limit the ability of obtaining consents of Holders of each applicable series then Outstanding affected (treated as a single class) or to provide that certain other provisions of this Indenture cannot be modified or waived, without the consent of Holders of each Note so affected or in any manner not adverse to the Holders of each Note so affected. For the avoidance of doubt, with respect to any series of Notes, whether theretofore the consent of Holders of Notes of such series required by this Section 9.02, if the Company so determines, may also be obtained from the Holders of a majority in principal amount of the Notes of that series. A supplemental indenture which changes or thereafter authenticated and delivered hereundereliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, or which modified the rights of the Holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series. 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 at its discretion, but shall not be liable for any obligated to, enter into such determination made in the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.02, the Indenture Company (or the Trustee at the request and expense of the Company) shall mail give notice thereof to the Holders of the then Outstanding Notes to which such amendment or supplemental indenture relates a notice setting forth affected thereby, as provided in general terms the substance of such supplemental indentureSection 11.02. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Offered Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the [Class A] Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or Certificateholders under any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Final Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the principal amount of the Notes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (v) modify any provision of this Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action 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 Action 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 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.. SECTION 9.3

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (evidenced as provided in Section 9.036.01) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding affected by such supplemental indenture or indentures, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto to 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 Noteholders holders of the Notes; provided, however, that without the consent of the holder of each Note affected thereby no such supplemental indenture shall: (a) change the Stated Maturity of the principal of or Certificateholders any installment of interest on any Note, or reduce the principal amount of any Note or rate of interest on any Note or the amount payable upon repurchase thereof, or the coin or currency in which any Note or any interest on any Note is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity; (b) change the place of payment of principal of any Note; (c) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (d) reduce the percentage in principal amount of outstanding Notes the consent of whose holders is required for any such supplemental indenture or the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences provided for in this Indenture; (e) modify the provisions of Section 4.01 providing for the rescinding and annulment of a declaration accelerating the maturity of the Notes, or any of the provisions of this Section 8.02 or Section 4.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived; or (f) modify any of the provisions of Article Twelve. The Upon the request of the 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 which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders; PROVIDED, HOWEVER, that no such supplemental indenture shall, without the consent of the Holders of each Note affected thereby (A) (i) extend the fixed maturity of any Note, (ii) reduce the rate or extend the time of payment of interest thereon, (iii) reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, (iv) make any changes that could alter the rights of Holders to waive defaults or Events of Defaults, or to receive payment of the Notes; (v) waive a default in the payment of the principal of a premium or interest on any Note, (vi) make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than cash, (vii) modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, (viii) change the obligation of the Company to repurchase any Note upon the occurrence of a Change in Control in a manner adverse to the Noteholders, (ix) impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 14.6, in a manner adverse to the Holders, without the consent of the Holder of each Note so affected, or Certificateholders (B) reduce the aforesaid percentage of Notes, the Holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or an Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of written 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action of Noteholders After an amendment, supplement or waiver under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section10.2 becomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates affected thereby a notice setting forth in general terms briefly describing the substance of such supplemental indentureamendment, supplement or waiver. Any failure of the Indenture Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. It shall not be necessary for the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture not resulting shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a downgrade in the ratings applicable manner adverse to the Noteholders in any material respect, or change the obligation of the Company to repurchase any Note upon the happening of a Repurchase Event in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case without the consent of the holder of each Note so affected, or (ii) and reduce the aforesaid percentage of Notes, the holders of which are required to consent to 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve without the substance thereofconsent of the holders of all Notes then outstanding. Promptly after Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity 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 is discretion, but shall not be obligated to, enter into such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03With the consent (evidenced as provided in Article XIII) of the Majority Noteholders, the Issuer Issuers and the Indenture Trustee, when authorized by an Issuer Order, also Trustee may, with prior notice from time to the Rating Agencies time and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trusteeany time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Senior Notes or of any supplemental indenture or of modifying in any manner the rights of the Noteholders; provided that no such supplemental indenture shall (a) extend the final maturity of any Senior Note or the time of payment of any principal thereof or reduce the principal amount thereof or any premium thereon or extend the time of payment of any interest thereon or reduce any amount payable on redemption thereof or reduce the amount of principal that would be due and payable upon the occurrence of an Event of Default or impair or affect the rights of any Noteholder to institute suit for the payment thereof, (b) decrease the Senior Note Rate, (c) reduce any amount required to be collected or retained in any Indenture Account, (d) release any part of the Security for the Senior Notes, except as specifically contemplated in the Transaction Documents, or (e) reduce the aforesaid percentage of Senior Notes the consent of the Holders of which is required for any supplemental indenture, in each case without the consent of the Holder of each Senior Note so affected. Upon the request of the Issuers, accompanied by a copy of the supplemental indenture and upon the filing with the Indenture Trustee of evidence of the consent of the Majority Noteholders or Certificateholders any greater percentage of Holders as required by this Section 12.02 and other documents, if any, required by this Section 12.02, the Indenture Trustee shall join with the Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture. The Indenture or otherwise, in which case the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single ClassClass (excluding for purposes of such calculation and action all Notes held or beneficially owned by TMCC, the Depositor or any of their Affiliates), delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Swap Counterparty and with the consent of the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes or the Swap Counterparty would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Swap Counterparty and 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes and to the Swap Counterparty 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies consent of the Insurer and by Action the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes of Notes, acting together as a single each Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect the tax status of the REMICs created by the Trust Agreement. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action 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 Action 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 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates Notes, the Insurer and each Rating Agency 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that, without the consent of the holders of all Notes then outstanding, no such supplemental indenture shall (a) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein without the consent of the holder of each Note so affected or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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, protections, privileges, liability or Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Voting Interests of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, (A) affect the status of the Issuer as a FASIT, (B) affect the status of the Notes as FASIT regular interests within the meaning of Section 860L(b)(1) of the Code, or (C) result in an imposition of tax on the Issuer (including, but not limited to, the tax on prohibited transactions under Section 860L(e) of the Code). The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes or impair the right to exchange the Notes for Preferred Stock or the right to convert the Notes into Common Stock subject to the terms set forth herein, including Sections 15.6 and 17.6, without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to With the consent (evidenced as provided in Section 9.037.01) of the holders of a majority in aggregate principal amount of the Notes of each series affected by such supplemental indenture at the time Outstanding, the Issuer and the Indenture TrusteeCorporation, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an any indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Notes of such series; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (a) change the Maturity Date of any Note or provide for the redemption of any Note prior to the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer Corporation and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail to transmit by mail, first class postage prepaid, a notice, prepared by the Holders of the Notes to which such amendment or supplemental indenture relates a notice Corporation, setting forth in general terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies consent of each Insurer and by Action the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes of Notes, acting together as a single each Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause an Adverse REMIC Event. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action 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 Action 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 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates Notes, the Insurers and each Rating Agency 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. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Designated Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or change or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03, the Issuer The Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together priority or timing of payments under the Swap Agreement and as a single Classlong as the Swap Agreement is in effect), by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby, (ii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (v) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a REIT or a Qualified REIT Subsidiary and the Holder of the Ownership Certificate holds a 100% ownership interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuing Entity shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to With the consent (evidenced as provided in Section 9.038.1) of the holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) 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 Noteholders or Certificateholders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note or the date of any mandatory sinking fund redemption of any Note, reduce the principal amount thereof or the principal payable upon any mandatory sinking fund redemption thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Note then Outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or modify any provision of Section 6.1(c) (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes), without the consent of the holder of each Note then Outstanding and affected thereby. The Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders required to consent thereto 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 determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to enter into such determination made in the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates transmit by mail, first-class postage prepaid, a notice notice, setting forth in general terms the substance of such supplemental indenture, to the Noteholders as their names and addresses appear upon the Note Register. 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of (i) the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class A Notes (without the consent of the Class B Notes or the Class C Notes), acting together as a single Class, or (ii) after the Class A Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03Except as set forth below, with the written consent of a Majority of the Notes (excluding Affiliate Owned Notes) and the Residual Interestholder, in each case, materially and adversely affected thereby, the Issuer Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, may enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Noteholders or Certificateholders under this Indenturethe Residual Interestholder, as the case may be. The Indenture Unless notified by a Majority of the Notes (excluding Affiliate Owned Notes) or notified by the Residual Interestholders that the Notes will be materially and adversely affected, the Trustee shall be entitled to rely upon, and require, an Opinion of Counsel (which may rely on a certificate from the Sponsor) provided by and at the expense of the party requesting such supplemental indenture in its discretion determine determining whether or not any the Notes or the Residual Interestholder, as the case may be, would be materially and adversely affected by any supplemental indenture such change (which determination will be based on after giving 15 Business Days’ notice of such supplemental indenture not resulting in a downgrade in the ratings applicable change to the Notes) Holders of the Notes and any such the Residual Interestholder). Such determination shall be conclusive upon the and binding on all present and future Holders of all Notes, whether theretofore or thereafter authenticated the Notes and delivered hereunderthe Residual Interestholder. The Indenture Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered to the absence of bad faithTrustee as described in Section 8.3. It shall not be necessary for any Action of the Noteholders under this Section or the Residual Interestholder to approve the particular form of any proposed supplemental indentureamendment or supplement to this Indenture, but it the Act shall be sufficient if such Action consent shall approve the substance thereof. Promptly after The consent of the execution by the Issuer Noteholders and the Indenture Trustee Residual Interestholder shall be binding on all present and future Noteholders and the holders of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to Residual Interest. Without (a)(i) the consent of all of the Holders of the Notes to which such amendment or adversely affected thereby and (ii) the consent of the Residual Interestholder, if adversely affected and (b) satisfaction of the Rating Agency Condition, no 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.may:

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (evidenced as provided in Section 9.038.01) of the holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to After an amendment under this SectionSection 10.02 becomes effective, the Indenture Company, or at its request, the Trustee in the name and at the expense of the Company, shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates each Noteholder a notice setting forth in general terms briefly describing 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 indentureamendment.

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) -------- ------- extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, change the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Fundamental Change in a manner adverse to the Noteholders, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or any 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (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 Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, also and the Trustee may, with prior notice at the Company’s expense, from time to the Rating Agencies time and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes, provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of 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, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Designated Event or any Repurchase Date, or change the 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 the Notes are payable, or impair the right to convert the 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 in any material respect with respect to the subordination of the Notes in a manner adverse to the Noteholders, reduce the quorum or voting requirement for the Notes as set forth in this Indenture, modify the provisions of this Section 11.02, except to increase the percentage in principal amount of Notes whose holders must consent to an amendment or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of Noteholders of outstanding Notes affected by such modification or Certificateholders waiver without the consent of the holder of each such Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that no such supplemental indenture shall (i) without the consent of the holders of each Note so affected, extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption or repurchase thereof, alter the obligation of the Company to repurchase the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock or cash subject to the terms set forth herein or (ii) without the consent of the holders of all the Notes then outstanding, reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or Certificateholders change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the 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 66 the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which. are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66 2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which. are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03The Issuer, the Issuer Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action the Holders of Notes evidencing at least a majority consent of the aggregate outstanding principal amount Noteholders representing not less than 66-2/3% of the Controlling then-outstanding Notes by aggregate Class Principal Amount, by Act of Notes, acting together as a single Class, such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental 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 Noteholders or Certificateholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected, adversely affect the interests of such Noteholders by (i) reducing in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) altering the obligations of the Servicer or the Master Servicer to make an Advance or altering the servicing standards set forth in the Transfer and Servicing Agreement, (iii) reducing the aforesaid percentages of Notes the Noteholders of which are required to consent to any such supplemental indenture, without the consent of the Noteholders of all Notes affected thereby or (iv) permitting 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 Fund or, except as otherwise permitted or contemplated herein, terminating the lien of this Indenture on any property at any time subject hereto or depriving any Noteholder of the security provided by the lien of this Indenture; provided, further, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel acceptable to the holder of the Certificate stating that such supplemental indenture (i) will not cause the Trust to be subject to United States federal income tax at the entity level and (ii) will not cause the Notes, other than any Retained Notes, to lose their status as debt for United States federal income tax purposes. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section for any Noteholders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall the Noteholders 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 Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates relates, and each Rating Agency 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than [66-2/3]% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. ; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee may in its discretion determine shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED that, without the consent of the holders of all Notes then outstanding, no such supplemental indenture shall (a) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein without the consent of the holder of each Note so affected or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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, protections, privileges, liability or Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (evidenced as provided in Section 9.038.01) of the holders of not less than 66 2/3% in aggregate principal amount of the Notes of all series at the time outstanding affected by a Supplemental Indenture (voting as one class), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the Noteholders holders of the Notes of each such series; provided, however, that no such Supplemental Indenture shall (i) extend the fixed maturity of any Notes, or Certificateholders reduce the principal amount thereof (and premium, if any) or reduce the rate or extend the time of payment of any interest thereon, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any such Supplemental Indenture, or the percentage required for the consent of the holders pursuant to Section 6.13 to waive defaults, without the consent of the holders of each Note so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of 61 68 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithSupplemental Indenture. It shall not be necessary for any Action the consent of Noteholders the noteholders under this Section to approve the particular form of any proposed supplemental indentureSupplemental Indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture Supplemental Indenture pursuant to the provisions of this Section, the Indenture Trustee Company shall mail to give notice thereof in the Holders of the Notes to which such amendment or supplemental indenture relates a notice manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indentureSupplemental Indenture to all noteholders of each series so affected. Any failure of the Indenture Trustee Company so to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSupplemental Indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, (A) affect the status of the Issuer as a FASIT, (B) affect the status of the Notes as FASIT regular interests within the meaning of Section 860L(b)(1) of the Xxx, or (C) result in an imposition of tax on the Issuer (including, but not limited to, the tax on prohibited transactions under Section 860L(e) of the Code). The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of (i) the Security Insurer (if the Security Insurer is the Controlling Party) or (ii) of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount Outstanding Amount of the Notes (if the Security Insurer is not the Controlling Class Party), by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the date of payment of any installment of principal of or Certificateholders under interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. SECTION 9.03.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than [ ]% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Counterparty without its consent or without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, distributions in respect of any Note, (ii) alter the obligations of the Master Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax as a corporation or as a taxable mortgage pool for federal income tax purposes. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03With the consent (evidenced as provided in Article Nine) of the Majority Noteholders, Golden State Petroleum, as agent of the Issuer and the Indenture TrusteeOwners, when authorized by an Issuer Orderthe Owners, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture TrusteeTrustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or to, changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders holders of the Mortgage Notes under this Indenture, any supplemental indenture or Security Document (including any document assigned thereby); PROVIDED that if any such addition, change, elimination or modification disproportionately adversely affects the Serial Notes and the Additional Notes on the one hand or the Term Notes on the other hand, it shall not be effective against such Notes unless it shall have been approved by the holders of a majority of the Outstanding Notes so disproportionately adversely affected; and PROVIDED FURTHER that, without the consent of the Holders of each Mortgage Note affected, no such supplemental indenture shall extend the final maturity or redemption date thereof, reduce the rate of interest thereon, extend the time of payment of interest, reduce the principal amount thereof, reduce any amount payable upon the redemption thereof, change the sinking fund redemption amount, or impair the right to institute suit for the enforcement of any such payment, or reduce the percentage of the Holders whose consent is required for any such modification or amendment or modify any provisions of this Indenture relating to the amendment thereof or the creation of a supplemental indenture (unless the change increases the rights of the Holders). The Upon the request of Golden State Petroleum, as agent of the Owners, accompanied by a copy of a resolution of the Board of Directors of the Owners certified by the Secretary or an Assistant Secretary of the Owners authorizing the execution of any such supplemental indenture, and upon the filing with the Indenture Trustee of evidence of the consent of Noteholders and other documents, if any, required by Section 9.1, the Indenture Trustee shall join with Golden State Petroleum, as agent of the Owners, in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by Golden State Petroleum, as agent of the Issuer Owners, and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 10.2, Golden State Petroleum, as agent of the Indenture Trustee Owners, shall mail a notice thereof by first-class mail to the Holders of Mortgage Notes at their addresses as they shall appear on the Notes to which such amendment or supplemental indenture relates a notice registry books of Golden State Petroleum, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Golden State Petroleum 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to (a) With the consent (evidenced as provided in Section 9.031.05) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), also and the Trustee may, with prior notice from time to the Rating Agencies time and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trusteeany time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to the Notes or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on Holders of the Notes; provided, that no such supplemental indenture not resulting shall (i) extend the final maturity of any then issued Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in a downgrade respect of original issue discount), or interest thereon or Additional Amounts payable in any coin or currency other than that provided in the ratings applicable to Notes or in accordance with the Notes) and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore terms thereof or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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 right of any Noteholder to institute suit for the payment thereof, in each case without the consent of the Holder of each Note so affected, or (ii) reduce the percentage in principal amount of then issued Notes, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected. Notwithstanding anything to the contrary in this Section 9.02(a), no supplemental indenture may, without the consent of each Holder of an affected Note and the BMA, change the stated maturity of, the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any of the Notes.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreements), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby, (ii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (v) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a REIT or a Qualified REIT Subsidiary and the Holder of the Ownership Certificate holds a 100% ownership interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of the Series affected by such supplemental indenture (treated as one class), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera resolution of its Board of Directors, also the Trustee and the Collateral Agent, may, with prior notice from time to the Rating Agencies time and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trusteeany time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes; provided, that no such supplemental indenture shall (a) extend the final maturity of any Note, or Certificateholders reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any Noteholder to institute suit for payment thereof without the consent of the Holder of each Note so affected, or waive a default in the payment of the principal of or interest (including any Additional Amounts in respect thereof) on any Note, or change the stated maturity of the principal of or any installment of interest on any such Note; reduce the principal amount of or the rate of interest on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; change the currency of payment of principal of or interest on any such Note; impair the right to institute suit for the enforcement of any such payment on or with respect to any such Note; or modify the obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein or (b) reduce the aforesaid percentage of Notes, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee as aforesaid and other documents, if any, evidencing the action taken pursuant to Section 7.1, the Trustee and the Collateral Agent shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects such Trustee's or the Collateral Agent's own rights, duties or immunities under this Indenture. The Indenture or otherwise, in which case such Trustee or the Collateral Agent, respectively, may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company, the Trustee and the Indenture Trustee Collateral Agent of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee Company shall mail give notice in the manner and to the Holders of extent provided in Section 10.4 to the Notes to which such amendment or supplemental indenture relates a notice Noteholders affected thereby, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Company to mail provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies consent of the Insurer and by Action the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, result in an imposition of tax on the Issuer (including, but not limited to, the tax on prohibited transactions under Section 860L(e) of the Code). The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby, (ii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (v) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or Certificateholders change or impair the obligation of the Company to redeem any Note upon thehappening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or Certificateholders change the obligation of the Company to repurchase any Note upon the happening of a Repurchase Event in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that, without the consent of the holders of all Notes then outstanding, no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein without the consent of the holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (evidenced as provided in Section 9.037.01) of the holders of a majority in aggregate principal amount of the Notes of each series affected by such supplemental indenture at the time Outstanding, the Issuer and the Indenture TrusteeCorporation, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an any indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the holders of the Notes of such series; provided, however, that no such supplemental indenture shall, without the consent of the holders of each Note then Outstanding and affected thereby (a) change the Maturity Date of any Note or provide for the redemption of any Note prior to the Maturity Date, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the principal thereof or any interest thereon payable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for payment thereof, or (b) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Corporation in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer Corporation and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail to transmit by mail, first class postage prepaid, a notice, prepared by the Holders of the Notes to which such amendment or supplemental indenture relates a notice Corporation, setting forth in general terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. 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. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Notes, or which modifies the rights of the holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Notes of any other series. It shall not be necessary for 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 consent shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (evidenced as provided in Section 9.03, 8.01) of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders holders of Notes evidencing at least not less than a majority of the in aggregate outstanding principal amount of the Controlling Class Notes of Notesall series, acting together or Tranches within a series, at the time outstanding affected by such supplemental indenture (voting as a single Classone class), delivered to the Issuer Company and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes of each such series or Tranche within a series; provided that no such supplemental indenture shall (i) change the fixed maturity of any Notes, or reduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, without the consent of the holder of each Note so affected, (ii) impair the right to institute enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption or repayment, on or after the redemption or repayment date therefor), without the consent of the holder of each Note so affected or (iii) reduce the aforesaid percentage of Notes, the consent of the holders of which is required for any such supplemental indenture, or the percentage required for the consent of the holders pursuant to Sections 6.01 and 6.06 to waive defaults, without the consent of the holder of each Note so affected. Upon the request of the Company, accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company 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 adversely affects the Trustee's own rights, duties or Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee Company shall mail to give notice thereof in the Holders of the Notes to which such amendment or supplemental indenture relates a notice manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Company so to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03With the consent (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, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or Certificateholders change the obligation of the Company to repurchase any Note upon the happening of a Repurchase Event in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, in each case without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or an 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03The Issuer, the Issuer Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action the Holders of Notes evidencing at least a majority consent of the aggregate outstanding principal amount Noteholders representing not less than 66 2/3% of the Controlling then-outstanding Notes by aggregate Class Principal Amount, by Act of Notes, acting together as a single Class, such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental 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 Noteholders or Certificateholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected, adversely affect the interests of such Noteholders by (i) reducing in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) altering the obligations of the Servicer or the Master Servicer to make an Advance or altering the servicing standards set forth in the Transfer and Servicing Agreement, (iii) reducing the aforesaid percentages of Notes the Noteholders of which are required to consent to any such supplemental indenture, without the consent of the Noteholders of all Notes affected thereby or (iv) permitting 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 Fund or, except as otherwise permitted or contemplated herein, terminating the lien of this Indenture on any property at any time subject hereto or depriving any Noteholder of the security provided by the lien of this Indenture; provided, further, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel acceptable to the holder of the Certificate stating that such supplemental indenture (i) will not cause the Trust to be subject to United States federal income tax at the entity level and (ii) will not cause the Notes, other than any Retained Notes, to lose their status as debt for United States federal income tax purposes. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section for any Noteholders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall the Noteholders 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 Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates relates, and each Rating Agency 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes [or the Revolving Liquidity Note] would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all NotesNotes [and the Revolving Liquidity Note], whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (evidenced as provided in Section 9.036.01) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding affected by such supplemental indenture or indentures, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto to 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 Noteholders holders of the Notes; provided, however, that without the consent of the holder of each Note affected thereby no such supplemental indenture shall: (a) change the Stated Maturity of the principal of or Certificateholders any installment of interest on any Note, or reduce the principal amount of any Note or rate of interest on any Note or the amount payable upon repurchase thereof, or the coin or currency in which any Note or any interest on any Note is payable, or impair the right to institute suit for the enforcement of any such payment on or after its Stated Maturity; (b) change the place of payment of principal of any Note; (c) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (d) reduce the percentage in principal amount of outstanding Notes the consent of whose holders is required for any such supplemental indenture or the consent of whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under this Indenture and their consequences provided for in this Indenture; or (e) modify the provisions of Section 4.01 providing for the rescinding and annulment of a declaration accelerating the maturity of the Notes, or any of the provisions of this Section 8.02 or Section 4.07(b), except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived. The Upon the request of the 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 which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer Board Resolution and the Indenture Trustee, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided that no such supplemental indenture shall (i) without the consent of the holders of each Note so affected, extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption or repurchase thereof, alter the obligation of the Company to repurchase the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, modify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock or cash subject to the terms set forth herein or (ii) without the consent of the holders of all the Notes then 42 outstanding, reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article Nine) of the holders of not less than 66 2/3% in aggregate principal amount at maturity of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, change the rate of accrual or extend the time of payment in connection with Original Issue Discount, or reduce the principal amount at maturity thereof, or reduce any amount payable on redemption thereof or change the obligation of the Company to make redemption of any Note pursuant to Article Sixteen, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or interest, if any, in respect thereof payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.06, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to (a) With the consent (evidenced as provided in Section 9.031.05) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), also and the Trustee may, with prior notice from time to the Rating Agencies time and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trusteeany time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to the Notes or of modifying in any manner the rights of the Noteholders Holders of the Notes; provided, that no such supplemental indenture shall (i) extend the final maturity of any then issued Note, or Certificateholders under reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon or Additional Amounts payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof or impair or affect the right of any Noteholder to institute suit for the payment thereof, in each case without the consent of the Holder of each Note so affected, or (ii) reduce the percentage in aggregate principal amount of then issued Notes, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected. Notwithstanding anything to the contrary in this IndentureSection 11.02(a), no supplemental indenture may, without the consent of each Holder of an affected Note and the BMA (if required), change the stated maturity of, the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any of the Notes. The Further, this Indenture Trustee may in its discretion determine whether or not be amended to alter the subordination of any outstanding Notes without the consent of each Holder of outstanding Senior Debt and Subordinated Indebtedness that would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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 indentureamendment.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Voting Interests of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make a Monthly Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax. The Indenture Trustee may in its discretion shall be entitled to conclusively rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 or shall cause to be mailed to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to With --------------------------------------------------- the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) ----------------- extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a 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 Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03, the Issuer The Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class Notes and with the prior written consent of Notesthe Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, acting together as a single Classpriority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby, (ii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (v) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or entities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate qualifies as a single REIT, one or more Qualified REIT Subsidiaries of a single REIT or one or more entities that are disregarded for federal income tax purposes that are wholly owned by a single REIT or one or more Qualified REIT Subsidiaries of a single REIT under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuing Entity shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section 9.03The Issuer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders consent of Notes evidencing at least a majority of the aggregate outstanding principal amount Note Balance of the Controlling Class of Notes, acting together as a single Note Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether ; provided, however, that (i) the Rating Agency Condition shall have been satisfied with respect to such action, (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or not 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 would be Outstanding or outstanding Certificates, or any Noteholder or Certificateholder, (iii)(x) such action shall not, as evidenced by an Opinion of Counsel, adversely affected by affect the rights or obligations of any supplemental indenture Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (which determination y) the Swap Counterparty shall have consented thereto (and the Swap Counterparty's consent will be based on deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent), and provided, further, that no such supplemental indenture not resulting in a downgrade in shall, without the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders consent of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action consent of the Holders of Notes evidencing at least a majority not less than 66 2/3% of the aggregate outstanding principal amount Voting Interests of the Controlling Class of Notes, acting together as a single Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make a Monthly Advance or alter the servicing standards set forth in the Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) 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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax. The Indenture Trustee may in its discretion shall be entitled to conclusively rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 or shall cause to be mailed to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the -55- 61 option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to With the consent (evidenced as provided in Section 9.039.01) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolution of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such -------- ------- supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided for in the form of Note hereinabove set forth or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, or impair the right to convert the Notes into Common Stock or to require the Company to repurchase the Notes upon the occurrence of a Change of Control, subject to the terms set forth herein, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the Company, accompanied by a copy of the resolution of the Board of Directors certified by its Clerk or an Assistant Clerk 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.02, the Indenture Trustee Company shall mail to give notice in the Holders of the Notes to which such amendment or supplemental indenture relates a notice manner provided in Section 16.10, setting forth in general terms the substance of such supplemental indenture, to all holders of Notes. Any failure of the Indenture Trustee Company so 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. Subject to Section 9.039.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of (i) the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class A Notes (without the consent of the Class B Notes or the Class C Notes), acting together as a single Class, or (ii) after the Class A Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class B Notes (without the consent of any holder of the Class C Notes) or (iii) after the Class B Notes have been paid in full, the Holders of at least 51% of the outstanding principal amount of Class C Notes (in each case excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TMCRC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03The Issuer, the Issuer Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the Rating Agencies and by Action the Holders consent of Notes evidencing at least a majority Noteholders representing not less than 66-2/3% of the aggregate outstanding principal amount Outstanding Balance of the Controlling Class of Notes, acting together as a single Class, by Act of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected, adversely affect the interests of such Noteholders by (i) reducing in any manner the amount of, or Certificateholders under delay the timing of, payments in respect of any Note, (ii) altering the obligations of the Subservicer or the Master Servicer to make an Advance or altering the servicing standards set forth in the Transfer and Servicing Agreement, (iii) reducing the aforesaid percentages of Notes the Noteholders of which are required to consent to any such supplemental indenture, without the consent of the Noteholders of all Notes affected thereby or (iv) permitting 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 Fund or, except as otherwise permitted or contemplated herein, terminating the lien of this Indenture on any property at any time subject hereto or depriving any Noteholder of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion rely on an Opinion of Counsel to determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section for any Noteholders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall the Noteholders 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 Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates and each Rating Agency 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes or [the Revolving Liquidity Note] would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all NotesNotes and [the Revolving Liquidity Note], whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes or the Revolving Liquidity Note would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all NotesNotes and the Revolving Liquidity Note, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders consent of Notes evidencing at least a majority of the aggregate outstanding principal amount Note Balance of the Controlling Class of Notes, acting together as a single Note Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether ; provided, however, that (i) Rating Agency Confirmation shall have been provided with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or not 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 would be Outstanding or outstanding Certificates or any Noteholder or Certificateholder, (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affected by affect the rights or obligations of the Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any supplemental indenture of its obligations under the Interest Rate Swap Agreement or (which determination y) the Swap Counterparty shall have consented thereto (and the Swap Counterparty's consent will be based on deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); and provided, further, that no such supplemental indenture not resulting in a downgrade in shall, without the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders consent of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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.each Outstanding Note affected thereby:

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the 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. The Indenture or otherwise, in which 55 61 case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section Sections 6.14 and 9.03, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least a majority 51% of the aggregate outstanding principal amount Outstanding Amount of the Controlling Class of A Notes, acting together as a single ClassClass (excluding for such purposes the outstanding principal amount of any Notes held of record or beneficially owned by TMCC, TAFR LLC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the consent (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 9.039.4), the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note on a Repurchase Date, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or Certificateholders modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the 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. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action 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 Action 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 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. Subject to Section 9.03With the consent (evidenced as provided in Article VIII) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on holders of the Notes; provided that no such supplemental indenture not resulting shall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or change the obligation of the Company to repurchase the Notes at the option of the holder upon the happening of a Change of Control, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the subordination provisions hereof in a downgrade in the ratings applicable manner adverse to the holders of the Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein without the consent of the holder of each Note so affected or (ii) and reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such determination shall be conclusive supplemental indenture, in each such case, without the consent of the holders of all Notes then outstanding. Upon the request of the Company, accompanied by a copy of a Board Resolution authorizing the execution of any such supplemental indenture, and upon the Holders filing with the Trustee of all Notesevidence of the consent of Noteholders as aforesaid, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture the Trustee shall not be liable for any such determination made join with the Company in the absence of bad faith. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 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. Subject to With the --------------------------------------------------- consent (evidenced as provided in Section 9.038.01) of the holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority resolutions of the aggregate outstanding principal amount Board of the Controlling Class of NotesDirectors, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Notes; provided, however, that no such supplemental indenture shall (i) -------- ------- extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the request of the 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 Certificateholders immunities under this Indenture. The Indenture or otherwise, in which case the Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to After an amendment under this SectionSection 10.02 becomes effective, the Indenture Company, or at its request, the Trustee in the name and at the expense of the Company, shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates each Noteholder a notice setting forth in general terms briefly describing 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 indentureamendment.

Supplemental Indentures with Consent of Noteholders. Subject to Section 9.03, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and by Action with the consent of the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class Notes Outstanding, by Act of Notes, acting together as a single Class, such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders Holders of the Notes under this Indenture. The Indenture Trustee may ; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in its discretion determine whether any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or not 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 would be adversely affected by Outstanding or outstanding Certificates or any supplemental indenture (which determination will be based on Noteholder or Certificateholder; and provided, further, that no such supplemental indenture not resulting shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Final Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate 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 Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in a downgrade which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the ratings applicable to case of redemption, on or after the NotesRedemption Date); (ii) and any such determination shall be conclusive upon reduce the percentage of the principal amount of the Notes Outstanding, the consent of the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable which is required for any such determination made supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the absence provision of bad faiththe Indenture regarding the voting of Notes held by the Trust, the Seller, the Servicer, an affiliate of any of them or any Obligor; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes; (vi) modify any provision of this Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (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 calcula- 42 48 tion) 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 (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 Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any such Collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. It shall not be necessary for any Action 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 Action 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 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, such notice to be prepared by the Issuer. 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.. SECTION 9.3

Supplemental Indentures with Consent of Noteholders. Subject to With the consent (evidenced as provided in Section 9.038.01) of the holders of not less than a majority in aggregate principal amount of the Notes of each series affected by such supplemental indenture or indentures at the time outstanding, the Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to the Rating Agencies and by Action the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) 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 Noteholders or Certificateholders holders of the Notes of that series under this Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof without the consent of the holder of each Note then outstanding and affected thereby or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, or modify any provision of Section 6.01(c) (except to increase the percentage of the principal amount of Notes required to rescind and annul any declaration of amounts due and payable under the Notes) without the consent of the holder of each Note then outstanding and affected thereby. The Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders required to consent thereto 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 determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to enter into such determination made in the absence of bad faithsupplemental indenture. It shall not be necessary for the consent of the Noteholders of any Action of Noteholders series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates transmit by mail, first-class postage prepaid, a notice notice, setting forth in general terms the substance of such supplemental indenture, to the Noteholders of all series affected thereby as their names and addresses appear upon the Note Register. 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. Subject to Section 9.03The --------------------------------------------------- Issuer, the Issuer Swap Counterparty and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice confirmation by each Rating Agency that such action shall not cause a withdrawal, reduction or suspension of the ratings assigned to the Rating Agencies Notes or the Certificates, and by Action with the consent of the Swap Guarantor and the Holders of Notes evidencing at least not less than a majority of the aggregate outstanding principal amount of the Controlling Class then Principal Amount of Notes, acting together as a single Class, delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Noteholders or Certificateholders under this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture (which determination will be based on such supplemental indenture not resulting in a downgrade in the ratings applicable to the Notes) 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 the absence of bad faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action 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 Holders of the Notes to which or the Swap Counterparty under this Indenture; provided that, -------- without the consent of the Holder of each Outstanding Note affected thereby, no such amendment or supplemental indenture relates a notice setting forth in general terms shall: (i) change the substance due date of such supplemental indenture. Any failure payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, or the redemption price with respect thereto or change the provisions of this Indenture relating to the application of collections on, or the proceeds of the Indenture Trustee sale of, the Trust Estate to mail such noticepayment of principal of or interest on the Notes, or change any defect thereinplace of payment where, shall notor the coin or currency in which, howeverany 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 any way impair or affect Article V, to the validity payment of any such amount due on the Notes on or after the respective due dates thereof; (ii) reduce the percentage of the Principal Amount of the Notes, the consent of the Holders of which is required for any supplemental indenture., or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;