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

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances Voting Rights of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of Voting Rights of any Class of the Note BalancesNotes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance Voting Rights 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to consent of the Rating Agencies Agencies, and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) Outstanding Amount of such Noteholders delivered to the Issuer and the Indenture TrusteeNotes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonTermination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to 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 thereofthereof (or, in the case of redemption, on or after the Termination Date); (b) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (f) 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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) In connection with requesting the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the --------------------------------------------------- consent (evidenced as provided in Article IX) of the Enhancer and the Noteholders holders of not less than a majority in aggregate principal amount of the Note Balances affected therebyNotes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by Act (as defined in Section 10.03 hereof) the resolutions of such Noteholders delivered to the Issuer Board of Directors, and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, -------- however, that no such supplemental indenture shallshall (i) extend the fixed maturity ------- of any Note, without or reduce the consent of rate or extend the Noteholder of each Note affected thereby: (a) change the date time of payment of any installment of principal of or interest on any Notethereon, or reduce the principal amount thereof or the Note Rate premium, if any, thereon, change the provisions of this Indenture relating to the application of collections onor reduce any amount payable on redemption or repurchase thereof, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notesimpair, or change in any place respect adverse to the holder of payment whereNotes, or the coin or currency in which, obligation of the Company to repurchase any Note or at the interest thereon is payableoption 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 enforcement of payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture 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; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part the subordination of the Trust Estate orNotes in a manner adverse to the Noteholders, except 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 otherwise permitted 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 contemplated herein, terminate the lien of immunities under this Indenture on any property at any time subject hereto or deprive otherwise, in which case the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesis discretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior written notice to the Rating Agencies and Agencies, with the consent of the Enhancer Insurer (unless an Insurer Default shall have occurred and be continuing) and if the Noteholders Insurer is no longer the Controlling Party, with the consent of the Holders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) Outstanding Amount of such Noteholders delivered to the Issuer and the Indenture TrusteeNotes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenturepurpose; provided, however, that that, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Fund to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Fund pursuant to Section 5.045.4; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected therebyOutstanding Note; (fvii) 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 (gviii) 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 Fund or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Insurer and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances of the Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon 44 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; (bii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance Balances 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in any Adverse REMIC Eventmaterial respect the interests of the Certificateholder. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Article Nine) of the Required Noteholders, Golden State Petroleum, as agent of the Owners, when authorized by an Issuer Requestthe Owners, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 changing in any manner or eliminating any provisions of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders holders of the Mortgage Notes under this Indenture; provided, however, that no such any supplemental indenture shallor 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 Noteholder Holders of each Mortgage Note affected thereby: (a) change 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 any installment of principal of or interest on any Noteinterest, or reduce the principal amount thereof or thereof, reduce any amount payable upon the Note Rate thereonredemption thereof, 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 payablesinking fund redemption amount, 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 payment, or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the Holders whose consent of the Noteholders of which is required for any such supplemental indenture, modification or the consent of the Noteholders of which is required for amendment or modify any waiver of compliance with certain provisions of this Indenture relating to the amendment thereof or certain defaults hereunder and their consequences provided for in this Indenture; the creation of a supplemental indenture (c) modify or alter unless the provisions change increases the rights of the proviso to the definition of the term Holders)."Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f12.1(b) modify any of the provisions of this Indenture is hereby deleted 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 (g) permit the creation of any lien ranking prior to or on a parity its entirety and replaced 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.following:

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the aggregate Note Balances Balance of the Notes affected therebythereby and the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale Sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the related Note BalancesBalance of any Class of Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in any material respect the interests of the Certificateholder or cause any Adverse REMIC Eventshall have received the express written consent of the Certificateholder to the indenture supplement. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes and the Custodian to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Outstanding Note Balances affected therebyBalances, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (evi) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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)Documents; or (gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article VII) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article VII and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors, and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered Trustee may from time to the Issuer time and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change reduce the date percentage in aggregate principal amount of payment Notes the holders of any installment which must consent to an amendment; (b) reduce the rate, or extend the stated time for payment, of principal of or interest on any Note; (c) reduce the principal, or extend the Maturity Date, of any Note; (d) make any change that adversely affects the conversion rights of any Notes; (e) reduce the principal amount thereof Designated Event Repurchase Price of any Note or amend or modify in any manner adverse to the Note Rate thereonholders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the provisions place or currency 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 in respect of any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or Note; (g) impair the right of any holder to receive payment of principal of, and interest, on, such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note; or (h) make any change in the provisions of this Indenture requiring Article IX that require each holder’s consent or in the application of funds available thereforwaiver provisions in Section 5.01 and Section 5.07, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, each case without the consent of each holder of an outstanding Note affected. Upon the Noteholders written request of which is required for the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Noteholders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture; (c) modify or alter which case the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyaggregate principal amount of the Outstanding Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Company and the Indenture Trustee, the Company, when authorized by a Company Resolution, and the Trustee may 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 under this Indenture; provided, howeverprovided that without the consent of the Holder of each Outstanding Note affected thereby, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby:, (a1) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on on, any Note, or any premium payable on the redemption thereof, or reduce the principal amount thereof or the Note Rate rate of interest thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof;Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (b2) reduce the percentage percentages in principal amount of the Note BalancesOutstanding Notes, the consent of the whose Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.whose

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyof the Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (bc) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (cd) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (de) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (ef) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected therebyDocuments; (f) 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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, [with the prior written consent of the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing, with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, Majorityholders),] 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 Holders of the Notes under this Indenture; provided, however, that that, [subject to the express rights of the Note Insurer under the Basic Documents,] no such supplemental indenture shall, without the consent of the Noteholder Holder of each outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or thereof, the Note Rate thereonthereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Pledged Property to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the outstanding Note BalancesBalance of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (div) reduce the percentage of the aggregate outstanding Note Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Property pursuant to Section 5.045.4; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvi) 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 Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (gvii) 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 Pledged Property or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized requested by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of holding not less than a majority of the Note Balances affected therebyOutstanding Amount voting together as a single class, by Act (as defined in Section 10.03 hereof) Action of such Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, subject to prior notice to the Rating Agencies and provided that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (a1) change the Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the Interest Rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofRedemption Price with respect thereto; (b2) reduce the percentage of the Note BalancesOutstanding Amount, the consent of the Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their consequences provided for in this Indenture;; 47 (NAROT 2023-B Indenture) (c3) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" or modify or alter the exception in the definition of the term "Noteholder";” (d4) reduce the percentage of the aggregate Note Balance of the Notes Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04(d)(4), if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e5) modify any provision of this Section 9.02 except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the other Basic Documents cannot be modified or waived without the consent sections of the Noteholder Indenture that specify the applicable percentage of each Note affected therebyOutstanding Amount of the Notes necessary to amend the Indenture; (f) 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 (g6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the any Noteholder of any Note of the security provided by the lien of this Indenture; and or (7) impair the right to institute suit for the enforcement of payment as 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 or cause any Adverse REMIC Eventin Section 5.07. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon the Noteholders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) Action of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes and Certificateholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected therebyControlling Party, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ”, “Controlling Party” or modify or alter the exception in the definition of the term "Noteholder"“Controlling Class”; (dv) reduce the percentage of the aggregate Note Balance 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 5.045.4; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvii) 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 on, or other amount distributable in respect of, any Note on any Payment Date (including the calculation of any of the individual components of such calculation)) or as 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 (gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Trust and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, with the consent of the Note Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyOutstanding Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders Holders delivered to the Issuer Trust and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Note Insurer under the Operative Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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;; 70 76 (civ) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance of the Outstanding Notes required to direct the Indenture Trustee to direct the Issuer Trust to sell or liquidate the Trust Estate pursuant to Section 5.0412.1; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Operative Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvii) 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 (gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Operative Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent (evidenced as provided in Article VIII hereof) of the Enhancer and the Noteholders Holders of not less than a majority in aggregate principal amount of the Note Balances affected therebyNotes at the time outstanding, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Issuer, the Guarantors 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or modifying in any manner the rights of the Noteholders under this IndentureHolders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (a) change the date Stated Maturity of payment the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, any payment on or with respect to the payment of any such amount due on the Notes on or after the respective due dates thereofNotes; (b) reduce the percentage in principal amount of the Note Balancesoutstanding Notes necessary to modify or amend this Indenture, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or alter affect in any manner adverse to the provisions Holders the terms and conditions of the proviso to the definition obligations of the term "Outstanding" Issuer or modify or alter the exception Guarantors in the definition respect of the term "Noteholder"due and punctual payments of principal and interest; (d) reduce modify or affect in any manner adverse to the percentage of the aggregate Note Balance Holders of the Notes required to direct the Indenture Trustee to direct terms and conditions of the Issuer to sell or liquidate Guarantees of any Guarantor in respect of the Trust Estate pursuant to Section 5.04;Notes; or (e) modify any provision of this Section 9.02 or Section 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase any the required percentage specified herein to effect the action or to provide that certain additional other provisions of this Indenture or the other Basic Documents canmay not be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) modify any Holders of the provisions Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors of the Parent authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. The Trustee may rely on an Opinion of Counsel that such supplemental indenture is permitted by this Indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Outstanding Note Balances affected therebyBalances, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";; 66 (dv) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (evi) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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)Documents; or (gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Security Balances affected therebyof each Class of Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesSecurity Balances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance Security Balances 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventbe classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Security Balances of the Notes affected therebythereby and the prior written consent of the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesSecurity Balances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance Security Balances 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien Lien of this Indenture; and provided provided, further, that such action shall not, as evidenced by an Opinion of CounselCounsel addressed to the Indenture Trustee and the Credit Enhancer, cause the Issuer to be subject to an entity level tax or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agency and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected therebyControlling Party, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ”, “Controlling Party” or modify or alter the exception in the definition of the term "Noteholder"“Controlling Class”; (dv) reduce the percentage of the aggregate Note Balance 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 5.045.4; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvii) 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 on, or other amount distributable in respect of, any Note on any Payment Date (including the calculation of any of the individual components of such calculation)) or as 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 (gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent of the Enhancer and the Noteholders Holders of Notes representing not less than a majority of the Class Note Balances Balance of all Outstanding Notes of the Classes affected thereby, thereby by Act (as defined in Section 10.03 hereof) of such Noteholders said Holders delivered to the Issuer Trust and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Noteholder Holder of each Outstanding Note affected thereby: (a) change any Payment Date or the date Final Stated Maturity Date of payment of any installment of principal of or interest on any Notethe Notes or, or with respect to the Notes, reduce the principal amount Class Note Balance thereof or the Note Interest Rate thereon, change the provisions of this Indenture relating to earliest date on which any Note may be redeemed at the application of collections on, or the proceeds option of the sale ofSponsor, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates thereofFinal Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note BalancesBalance of the Outstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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;” (e) modify permit the creation of any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions lien other than the lien of this Indenture or the other Basic Documents cannot be modified or waived without the consent with respect to any part of the Noteholder Trust Estate or terminate the lien of each this Indenture on any property at any time subject hereto or deprive the Holder of any Note affected thereby;of the security afforded by the lien of this Indenture; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest Interest Payment Amount or principal due on any Note on Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such calculation); or (gamounts) permit or to affect rights of the creation Holders of the Notes to the benefits of any lien ranking prior to or on a parity with provisions for the lien redemption of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated Notes contained herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies (in accordance with Section 10.19) and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ” or modify or alter the exception in the definition of the term "“Noteholder"”; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalances of any Class of the Notes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors, and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered Trustee may from time to the Issuer time and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change reduce the date percentage in aggregate principal amount of payment Notes the holders of any installment which must consent to an amendment; (b) reduce the rate, or extend the stated time for payment, of principal of or interest on any Note, or ; (c) reduce the principal of or other amount thereof payable under, or extend the Maturity Date of, any Note; (d) make any change that adversely affects the put rights of any Noteholder under Article 13 or Article 14; (e) reduce the Designated Event Purchase Price of any Note Rate thereonor amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the provisions place or currency of this Indenture relating payment of principal or interest or other amount payable in respect of any Note; (g) impair the right of any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of or and interest on or other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note; (h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or (i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available thereforwaiver provisions in Section 5.01 and Section 5.07, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, each case without the consent of each holder of an outstanding Note affected. Upon the Noteholders written request of which is required for the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Noteholders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture; (c) modify or alter which case the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent (evidenced as provided in Clause 6) of the Enhancer and the Noteholders Holders of not less than a majority in aggregate principal amount of the Note Balances affected therebyNotes at the time Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Issuer, the Guarantors, the Trustee and the Indenture TrusteeAgent may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, howeverthat, that without the consent of each Holder of the Notes, no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the Stated Maturity of any Note or the date of for payment of any installment principal of, or instalment of interest on, any Note, or (b) reduce the principal amount of or the rate or amount of interest on any Note or Additional Amounts payable with respect thereto or reduce the amount payable thereon in the event of redemption or default, or (c) change the currency of payment of principal of or interest on any NoteNote or Additional Amounts payable with respect thereto, or reduce the principal amount thereof or the Note Rate thereon, or (d) change the provisions of this Indenture relating to the application of collections on, or the proceeds obligation of the sale ofIssuer or a Guarantor to pay Additional Amounts (except as otherwise permitted by any such Note), 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 or (e) 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 payment on or after the respective due dates thereof;with respect to any Note, or (bf) reduce the percentage of the Note Balancesaggregate principal amount of Outstanding Notes, the consent of the Noteholders of which whose Holders is required for any such supplemental indenture, or (g) reduce the aggregate principal amount of any Note Outstanding necessary to modify or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of amend this Indenture or certain defaults hereunder and their consequences provided any such Note or to waive any future compliance or past default or reduce the quorum requirements or the percentage of aggregate principal amount of any Note Outstanding required for in this Indenture; (c) modify or alter the provisions adoption of any action at any meeting of holders of the proviso Notes or to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance principal amount of the Notes required Outstanding necessary to direct rescind or annul any declaration of the principal of all accrued and unpaid interest on any Note to be due and payable; provided, that no consent of any Holder of any Note shall be necessary under this Subclause 7.2 to permit the Issuer, the Guarantors, the Trustee and the Agent to execute supplemental indentures pursuant to Subclause 7.1 of this Indenture. Any modifications, amendments or waivers to the Indenture Trustee or to direct the conditions of the Notes will be conclusive and binding on all Holders of Notes, whether or not they have consented to such action or were present at the meeting at which such action was taken, and on all future holders of the Notes, whether or not notation of such modifications, amendments or waivers is made upon such Notes. Any instrument given by or on behalf of any Holder of such a Note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent registered holders of such Note. Upon the request of the Issuer to sell and Parent Guarantor, accompanied by a copy of a resolution of the Board of Directors of the Issuer certified by an authorized signatory of the Issuer and a copy of a resolution of the Board of Directors of the Parent Guarantor certified by an authorized signatory of the Parent Guarantor authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee and the Agent, of evidence of the consent of Noteholders and other documents, if any, required by Subclause 6.1, the Trustee and the Agent shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture materially affects the Trustee's and/or Agent's own rights, duties or liquidate the Trust Estate pursuant to Section 5.04; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of immunities under this Indenture or otherwise, in which case the other Basic Documents cannot be modified or waived without Trustee and the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee Agent may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notestheir respective discretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obliged to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 Subclause 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Guarantors, the Agent and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Subclause 7.2, the Indenture Trustee Issuer shall mail a notice thereof by first class mail to the Noteholders holders of Notes at their addresses as they shall appear on the registry books of the Notes to which such amendment or supplemental indenture relates a notice Issuer, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, with the consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyOutstanding Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Operative Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Holders of

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with (a) With the consent of the Enhancer and the Noteholders of Holders representing not less than a majority 51% of the then Outstanding Note Balances affected thereby, Balance and by Act (as defined in Section 10.03 hereof) of such said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by a Issuer Order, and the Indenture Trustee may 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (ai) change the date Stated Maturity of any Note or the amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or 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 payment on or after the respective due dates Maturity thereof; (bii) reduce the required percentage of the Outstanding Note Balances, the consent of the Noteholders of which is required for Balance that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Noteholders of which is required for any waiver to waive of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (ciii) modify any of the provisions of this Section 9.02 or Section 6.13 hereof except to increase any percentage of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (gv) 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 any Noteholder of any Note of the security provided afforded by the lien of this Indenture; and provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder; provided further, that no such action supplemental indenture shall not, as evidenced by an Opinion of Counsel, be entered into unless the Indenture Trustee shall have received written confirmation from the Rating Agency that such supplemental indenture will not cause the Issuer Rating Agency to be subject reduce, qualify or withdraw the then current rating assigned to an entity level tax or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any the Notes; provided, further, that no supplemental indenture may modify Section 3.04 in a manner that would materially and any such determination shall be conclusive upon adversely affect the Noteholders interests of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. the Owner Trustee without the prior consent of the Owner Trustee. (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agency a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer Trust and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, with the prior written consent of the Note Insurer and with the consent of the Enhancer and the Noteholders of not less than a majority at least 51% of the Outstanding Note Balances affected therebyPrincipal Balance of the Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Trust and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner 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 that, subject to the express rights of the Note Insurer under the Operative Documents, no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Insurer and the Indenture Trustee, when authorized by an Issuer RequestOrder, mayalso may (i) so long as a Policy Event has occurred and is continuing, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less greater than a majority 50% of the Note Balances Outstanding Principal Amount of the Notes affected thereby, by Act or (ii) so long as defined in Section 10.03 hereof) no Policy Event has occurred and is continuing, with the prior consent of such Noteholders delivered to the Issuer Insurer and without consent of the Indenture TrusteeHolders, 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 Holders of the Notes under this Indenture; provided, however, provided that (x) the Rating Agency Condition shall have been satisfied with respect to such action and (y) no such supplemental indenture shall, without the consent of the Noteholder Holder of each outstanding Note affected thereby: (a1) change the date Stated Maturity Date, any Interest Payment Date or any Payoff Date (or the dates on which a redemption or purchase is permitted), or reduce the Outstanding Principal Amount, the interest rate (or manner of payment calculation of any installment of principal of the interest rate) or interest on the Redemption/Purchase Deposit Amount with respect to any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any time or place of payment where, or the coin or currency in which, any Note principal (or the Make Whole Amount, as applicable) of, interest thereon on or Additional Amounts with respect to any Note is payablepayable (or modify the definition of "Additional Amounts" or "Make Whole Amount"), 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 VIV, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption on or after the Redemption Date or, in the case of a purchase of the Notes by Marriott, on or after the Purchase Date); (b2) reduce the percentage of the Note Balances, Outstanding Principal Amount of the Notes the consent of the respective Noteholders of which is required for any such supplemental indenture, or the consent of the respective Noteholders of which is required for any waiver of future compliance with certain provisions of this Indenture or certain past defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e3) modify any provision of this Section 9.02 except to increase any Indenture specifying a percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder aggregate Outstanding Principal Amount of each Note affected therebythe Notes necessary to amend this Indenture; (f4) modify any of the provisions of this Indenture in such manner as to affect the calculation of any amounts of principal or interest due with respect to the amount Notes, or the manner or method of any payment of interest calculating such amounts; (5) change the dates upon which optional redemption or principal due on any Note on any Payment Date (including the calculation of any purchase of the individual components of such calculation)Notes is permitted; or (g6) permit release the creation Insurer from all or any part of any lien ranking prior to its obligations under or on a parity with the lien of this Indenture with respect to the Policy or release the Reinsurer from all or any part of its obligations under or with respect to the Trust Estate or, except as otherwise permitted Assignment of Reinsurance or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithReinsurance Agreement. It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of the Noteholders under this Section 9.02 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Insurer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.028.2, the Indenture Trustee shall mail to the Noteholders Guarantor and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Outstanding Note Balances affected therebyBalances, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (evi) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected therebyDocuments; (f) 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 (gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors, and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered Trustee may from time to the Issuer time and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment; (b) reduce the rate, or extend the stated time for payment, of interest (including Additional Interest, if any) on any Note; (c) reduce the principal of or other amount payable under, or extend the Maturity Date of, any Note; (d) make any change that adversely affects the conversion rights of any Noteholder under Article 13 or Article 14; (e) reduce the Designated Event Purchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) or other amount payable in respect of any Note, or reduce ; (g) impair the principal amount thereof or the Note Rate thereon, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of and interest (including Additional Interest, if any) on or interest other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note; (h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or (i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available thereforwaiver provisions in Section 5.01 and Section 5.08, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, each case without the consent of each holder of an outstanding Note affected. Upon the Noteholders written request of which is required for the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Noteholders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture; (c) modify or alter which case the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to consent of the Rating Agencies Agencies, and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) Outstanding Amount of such Noteholders delivered to the Issuer and the Indenture TrusteeNotes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonTermination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to 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 thereofthereof (or, in the case of redemption, on or after the Termination Date); (b) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (f) 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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) In connection with requesting the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to consent of the Rating Agencies Note Insurer and with the consent of the Enhancer and the Noteholders Holders of Notes representing not less than a majority of the Note Balances affected thereby, Balance of all Outstanding Notes by Act (as defined in Section 10.03 hereof) of such Noteholders said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment any Payment Date or the Stated Maturity Date of any installment of principal of or interest on any Note, the Notes or reduce the principal amount thereof thereof, the Note Interest Rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions of this Indenture relating to earliest date on which any Note may be redeemed at the application of collections on, or the proceeds option of the sale ofIssuer, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates thereofStated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note BalancesBalance of the Outstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify permit the creation of any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions lien other than the lien of this Indenture or the other Basic Documents cannot be modified or waived without the consent with respect to any part of the Noteholder Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of each this Indenture on any property at any time subject hereto or deprive the Holder of any Note affected therebyof the security afforded by the lien of this Indenture; (f) 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 Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such calculation)Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) permit incur any indebtedness, other than the creation of any lien ranking prior to Notes, that would cause the Issuer 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 Noteholder 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 or cause any Adverse REMIC Eventtreated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates and a notice setting forth in general terms the substance of such supplemental indentureindenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Requestat the Company’s expense, may, with prior notice from time to the Rating Agencies time, and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this IndentureHolders; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder each Holder of each an outstanding Note affected therebyaffected, no such indenture or supplemental indenture shall: (a) change reduce the date amount of Notes outstanding whose Holders must consent to an amendment; (b) reduce the rate of or extend the stated time for payment of any installment of principal of or interest interest, including Additional Interest, on any Note, or ; (c) reduce the principal amount thereof of, or extend the Maturity Date of, any Note; (d) adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note Rate thereon, change the provisions of this Indenture relating or amend or modify in any manner adverse to the application Holders the Company’s obligation to make such payments, whether through an amendment or waiver of collections onprovisions in the covenants, definitions or otherwise; (f) make any Note payable in currency other than that stated in the proceeds Note; (g) adversely affect the ranking of the sale of, Notes in right of payment; (h) impair the Trust Estate right of any Holder to receive payment of principal of and interest, including Additional Interest, on such Holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the any payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any with respect to such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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)Xxxxxx’s Note; or (gi) permit make any change in this Article 11 that requires each Holder’s consent or in the creation waiver provisions in Section 7.01 or Section 7.07. Upon the written request of any lien ranking prior to or on a parity the Company, and upon the filing with the lien Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates Holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeHolders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Outstanding Note Balances affected therebyBalances, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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;; 67 (civ) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (evi) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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)Documents; or (gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the written consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances Balance affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalance, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with the consent of the Insurer (unless an Insurer Default shall have occurred and is continuing) and with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyOutstanding Amount, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (bc) reduce the percentage of the Note BalancesOutstanding Amount of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (cd) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" or modify or alter the exception in the definition of the term "Noteholder"”; (de) reduce the percentage of the aggregate Note Balance Outstanding Amount of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.04 if the proceeds of such sale would be insufficient to pay the outstanding principal balance of the Notes plus accrued but unpaid interest on the Notes; (ef) modify any provision decrease the percentage of this Section 9.02 except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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)Documents; or (g) permit the creation of any lien Lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the any Noteholder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act 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 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer and at the Issuer’s expense) 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. Notwithstanding the foregoing, if an Insurer Default has occurred and is continuing, no amendment under Section 9.02 shall materially adversely affect the Insurer without the Insurer’s prior consent.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to each Rating Agency, with the Rating Agencies consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Outstanding Note Balances affected therebyBalances, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the NotesRedemption Price with respect thereto, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (bc) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (cd) modify or alter the provisions of the second proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (de) reduce the percentage of the aggregate Note Balance Balances of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Pledged Assets pursuant to Section 5.04; (ef) modify any provision decrease the percentage of this Section 9.02 except the Note Balances of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected therebyDocuments; (f) 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 (g) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Pledged Assets or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of created by 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances Voting Rights of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of Voting Rights of any Class of the Note BalancesNotes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance Voting Rights 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 tax. Notwithstanding any contrary provision of this Indenture, any amendment which could adversely affect the interests of the Credit Enhancer or cause any Adverse REMIC Eventthe Class A-5 Noteholders shall require the prior written consent of the Credit Enhancer and the Indenture Trustee. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer (a) With the consent of the Note Insurer and each Noteholder affected thereby and written confirmation from the Rating Agencies that the ratings then assigned to the Class A Notes will not be downgraded, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer RequestOrder, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Indenture for the consent of the Noteholder of each Note affected thereby:following purposes: 105 (ai) change the Final Scheduled Payment Date of the principal of any Note, or the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, which any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates thereofdate thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the maturity date thereof or change any provision of Article VI hereof; (bii) reduce the percentage Outstanding Principal Balance of the Note BalancesOutstanding Notes of any Class, the consent of the Noteholders of which is required for to approve any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Servicing Default hereunder or under the Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (ciii) modify any of the provisions of Sections 10.01 or 10.02; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (gv) permit the creation of any other lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted Property or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholder of any Note of the security provided afforded by the lien of this Indenture. (b) With the consent of the Note Insurer and the Class B Noteholders constituting a majority of the Class B Notes by principal balance then Outstanding, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee and the Rating Agencies for the purpose of modifying, eliminating or adding to the provisions 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee indentures shall not be liable for have any such determination made of the effects described in good faith. It shall not be necessary for any Act paragraphs (as defined in Section 10.03 hereofi) through (v) of Noteholders under Section 10.02 (a) of this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Indenture. (c) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0210.02, the Indenture Trustee shall mail to the Note Insurer, the Noteholders of and the Notes to which such amendment or supplemental indenture relates Rating Agencies a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Security Balances of the Notes affected therebythereby and the prior written consent of the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesSecurity Balances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance Security Balances 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;; 52 (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided provided, further, that such action shall not, as evidenced by an Opinion of CounselCounsel addressed to the Indenture Trustee and the Credit Enhancer, cause the Issuer to be subject to an entity level tax or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to consent of the Rating Agencies Note Insurer and with the consent of the Enhancer and the Noteholders Holders of Notes representing not less than a majority of the Note Balances affected thereby, Principal Balance of all Outstanding Notes by Act (as defined in Section 10.03 hereof) of such Noteholders said Holders delivered to the Issuer Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Noteholder Holder of each Outstanding Note affected thereby: (a) change any Distribution Date or the date Final Stated Maturity Date of payment of any installment of principal of or interest on any Notethe Notes or, or with respect to the Notes, reduce the principal amount Note Principal Balance thereof or the Note Rate thereon, change the provisions of this Indenture relating to earliest date on which any Note may be redeemed at the application of collections on, or the proceeds option of the sale ofServicer, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates thereofFinal Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note BalancesPrincipal Balance of the Outstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify permit the creation of any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions lien other than the lien of this Indenture or the other Basic Documents cannot be modified or waived without the consent with respect to any part of the Noteholder Trust Estate or terminate the lien of each this Indenture on any property at any time subject hereto or deprive the Holder of any Note affected therebyof the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of Interest Distribution Amount or Principal Distribution Amount for any payment of interest or principal due on any Note on any Payment Distribution Date and either Class (including the calculation of any of the individual components of such calculation)amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) permit incur any indebtedness, other than the creation of any lien ranking prior to Notes, that would cause the Trust 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 Noteholder 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 or cause any Adverse REMIC Eventtreated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with (a) With the consent of the Enhancer and the Noteholders Holders of Notes evidencing not less than a majority 662/3% of the Note Balances affected thereby, then Outstanding Principal Amount of the Notes and by Act (as defined in Section 10.03 hereof) of such said Noteholders delivered to the Issuer and the Indenture Trustee, Issuer, by a Trust Order, and Indenture Trustee may 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby:, (ai) change the date Stated Maturity of any Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof or the Note Interest Rate thereon, or 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 payment on or after the respective due dates Maturity thereof; (bii) reduce the percentage of the Note Balances, Outstanding Principal Amount of the Notes the consent of the whose Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (ciii) modify any of the provisions of this Section or Section 6.13 except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (gv) 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 provided in Sections 4.1 or contemplated herein4.2, terminate the lien of this Indenture on any property at any time subject hereto or deprive the any Noteholder of any Note of the security provided afforded 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The . (b) Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture9.2(a).

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent (evidenced as provided in Article VIII hereof) of the Enhancer and the Noteholders Holders of not less than a majority in aggregate principal amount of the Note Balances affected therebyNotes at the time outstanding, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Issuer, the Guarantors 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or modifying in any manner the rights of the Noteholders under this IndentureHolders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (a) change the date Stated Maturity of payment the principal of or any installment of interest on the Notes, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, any payment on or with respect to the payment of any such amount due on the Notes on or after the respective due dates thereofNotes; (b) reduce the percentage in principal amount of the Note Balancesoutstanding Notes necessary to modify or amend this Indenture, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of to waive compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or to reduce the requirements of quorum or change voting requirements set forth in this Indenture; (c) modify or alter affect in any manner adverse to the provisions Holders the terms and conditions of the proviso to the definition obligations of the term "Outstanding" Issuer or modify or alter the exception Guarantors in the definition respect of the term "Noteholder"due and punctual payments of principal and interest; (d) reduce modify or affect in any manner adverse to the percentage of the aggregate Note Balance Holders of the Notes required to direct the Indenture Trustee to direct terms and conditions of the Issuer to sell or liquidate Guarantees of any Guarantor in respect of the Trust Estate pursuant to Section 5.04;Notes; or (e) modify any provision of this Section 9.02 or Section 6.07 hereof or any of the provisions relating to the waiver of certain past Defaults or certain covenants, except to increase any the required percentage specified herein to effect the action or to provide that certain additional other provisions of this Indenture or the other Basic Documents canmay not be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) modify any Holders of the provisions Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors authorizing the execution of any supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. The Trustee may rely on an Opinion of Counsel that such supplemental indenture is permitted by this Indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and and, the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer Insurer and the Noteholders Holders of not less than a majority of the Note Balances Voting Rights of the Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the each Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"“Outstanding”; (d) reduce the percentage of the aggregate Note Balance Balances 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the each Noteholder of each Note affected thereby; (f) 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 (g) 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 any Noteholder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and Issuer, the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding any of the other provisions of this Section 9.02, neither the Issuer nor the Indenture Trustee shall enter into any supplemental indenture to Section 3.31 or Section 3.05(e)(I)(xxviii) of this Indenture or any other supplemental indenture that would have a material adverse effect on the Counterparty without the prior written consent of the Counterparty.

Supplemental Indentures with Consent of Noteholders. The Issuer Trust and the Indenture Trustee, when authorized by an Issuer RequestOrder, may, with prior notice to the Rating Agencies Agencies, and with the prior written consent of the Enhancer Insurer and of the Noteholders of not less than a majority holding at least 51% of the Note Balances affected therebyBalance, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer Trust and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner 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 that, subject to the express rights of the Insurer under the Operative Documents, no such supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and and, the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer Insurer and the Noteholders Holders of not less than a majority of the Note Balances Voting Rights of the Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the each Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"“Outstanding”; (d) reduce the percentage of the aggregate Note Balance Balances 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the each Noteholder of each Note affected thereby; (f) 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 (g) 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 any Noteholder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and Issuer, the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to consent of the Rating Agencies Note Insurer and with the consent of the Enhancer and the Noteholders Holders of Notes representing not less than a majority of the Note Balances affected thereby, Principal Balance of all Outstanding Notes by Act (as defined in Section 10.03 hereof) of such Noteholders said Holders delivered to the Issuer Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Noteholder Holder of each Outstanding Note affected thereby: (a) change any Distribution Date or the date Final Stated Maturity Date of payment of any installment of principal of or interest on any Notethe Notes or, or with respect to the Notes, reduce the principal amount Note Principal Balance thereof or the Note Rate thereon, change the provisions of this Indenture relating to earliest date on which any Note may be redeemed at the application of collections on, or the proceeds option of the sale ofServicer, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates thereofFinal Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note BalancesPrincipal Balance of the Outstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify permit the creation of any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions lien other than the lien of this Indenture or the other Basic Documents cannot be modified or waived without the consent with respect to any part of the Noteholder Trust Estate or terminate the lien of each this Indenture on any property at any time subject hereto or deprive the Holder of any Note affected therebyof the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of Interest Distribution Amount or Principal Distribution Amount for any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation)amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) permit incur any indebtedness, other than the creation of any lien ranking prior to Notes, that would cause the Trust 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 Noteholder 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 or cause any Adverse REMIC Eventtreated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors, and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered Trustee may from time to the Issuer time and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment; (b) reduce the rate, or extend the stated time for payment, of interest (including Additional Interest, if any) on any Note; (c) reduce the principal of or other amount payable under, or extend the Maturity Date of, any Note; (d) make any change that adversely affects the conversion rights of any Noteholder under Article 13 or Article 14; (e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) or other amount payable in respect of any Note, or reduce ; (g) impair the principal amount thereof or the Note Rate thereon, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of and interest (including Additional Interest, if any) on or interest other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note; (h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or (i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available thereforwaiver provisions in Section 5.01 and Section 5.08, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, each case without the consent of each holder of an outstanding Note affected. Upon the Noteholders written request of which is required for the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Noteholders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture; (c) modify or alter which case the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Credit Enhancer and the Noteholders of not less than a majority of the Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalances of any Class of Notes, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the aggregate Note Balances Balance of the Notes affected therebythereby and the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale Sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the related Note BalancesBalance of any Class of Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 tax. 50 and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in any material respect the interests of the Certificateholder or cause any Adverse REMIC Eventshall have received the express written consent of the Certificateholder to the indenture supplement. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes and the Custodian to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Security Balances of the Notes affected therebythereby and the prior written consent of the Credit Enhancer, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesSecurity Balances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "NoteholderHolder"; (div) reduce the percentage of the aggregate Note Balance Security Balances 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Request, also may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances of the Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesBalances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ” or modify or alter the exception in the definition of the term "Noteholder"“Holder”; (div) reduce the percentage of the aggregate Note Balance Balances of the Notes required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer Issuing Entity to be subject to an entity level tax or cause tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in any Adverse REMIC Eventmaterial respect the interests of the Certificateholder. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03 hereof10.03) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the prior written consent of each Noteholder affected thereby, 10 Business Days prior written notice to the Rating Agency (or such shorter period as the Issuer may reasonably request from the Rating Agency) and receipt by the Indenture Trustee of a Tax Opinion, the Issuer and the Indenture Trustee, when authorized and directed by an Issuer RequestOrder, mayat any time and from time to time, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, may enter into an amendment or a KL2 3395391.6 supplemental 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 under this Indenture; provided, however, that no such supplemental indenture shall, without Indenture for the consent of the Noteholder of each Note affected therebyfollowing purposes: (ai) to change the Rated Final Maturity of any Note, or the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, which any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates thereofdate thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Rated Final Maturity thereof or change any provision of Article VI regarding the amounts payable upon any Voluntary Prepayment of the Notes; (bii) to reduce the percentage of the Outstanding Note BalancesBalance of any Class of Notes, the consent of the Noteholders of which is required for to approve any such supplemental indenture, ; or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture, Events of Default, Manager Termination Events under the Indenture or certain defaults hereunder under the Management Agreement or Servicer Termination Events under this Indenture or under the Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (ciii) to modify any of the provisions of this Section 10.02; (iv) to modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (gv) to permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture other Lien with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as certified by the Issuer), deprive the Noteholder of any Note the security afforded by the Lien of this Indenture. (b) With the prior written consent of the security provided Majority Noteholders of the Controlling Class, and receipt by the lien Indenture Trustee of a Tax Opinion, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee indentures shall not be liable for have any such determination made of the effects described in good faith. It shall not be necessary for any Act paragraphs (as defined in Section 10.03 hereofi) through (v) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 10.02(a). (c) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section 9.0210.02, the Indenture Trustee shall mail make available to the Noteholders of and the Notes to which such amendment or supplemental indenture relates Rating Agency a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail make available such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture. KL2 3395391.6 (d) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to this Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors, and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered Trustee may from time to the Issuer time and the Indenture Trustee, at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this IndentureHolders of the Notes; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected therebyNoteholder: (a) reduce the percentage in aggregate principal amount of Notes the Holders of which must consent to an amendment; (b) reduce the rate or amount, or extend the stated time for payment, of Interest on any Note; (c) reduce the principal, or extend the Maturity Date, of any Note; (d) make any change that adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such payments; (f) change the date place or currency of payment of any installment principal or Interest in respect of principal of or interest on any Note, or reduce ; (g) impair the principal amount thereof or the Note Rate thereon, change the provisions right of this Indenture relating any Holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of (including the Fundamental Change Repurchase Price, if applicable), and Interest on, such Holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (h) change the ranking of the Notes in a manner adverse to any Holder; or (i) make any change in the provisions of this Indenture requiring Article 9 that require each Holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, Section 5.01 and Section 5.08. in each case without the consent of each Holder of an outstanding Note affected. Upon the Noteholders written request of which is required for the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Noteholders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture; (c) modify or alter which case the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any obligated to enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates Holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of the Indenture Trustee notice to mail such noticeall affected Holders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the written consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances Balance affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note BalancesBalance, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer (a) With the consent of the Note Insurer and each Noteholder affected thereby and written confirmation from the Rating Agencies that the ratings then assigned to the Class A Notes will not be downgraded, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer RequestOrder, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, 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 Indenture for the consent of the Noteholder of each Note affected therebyfollowing purposes: (ai) change the Final Scheduled Payment Date of the principal of any Note, or the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, which any Note or the any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates thereofdate thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the maturity date thereof or change any provision of Article VI hereof; (bii) reduce the percentage Outstanding Principal Balance of the Note BalancesOutstanding Notes of any Class, the consent of the Noteholders of which is required for to approve any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Servicing Default hereunder or under the Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (ciii) modify any of the provisions of Sections 10.01 or 10.02; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (gv) permit the creation of any other lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted Property or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholder of any Note of the security provided afforded by the lien of this Indenture. (b) With the consent of the Note Insurer and the Class B Noteholders constituting a majority of the Class B Notes by principal balance then Outstanding, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee and the Rating Agencies for the purpose of modifying, eliminating or adding to the provisions of this Indenture; and provided furtherprovided, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee indentures shall not be liable for have any such determination made of the effects described in good faith. It shall not be necessary for any Act paragraphs (as defined in Section 10.03 hereofi) through (v) of Noteholders under Section 10.02(a) of this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereofIndenture. 105 115 (c) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0210.02, the Indenture Trustee shall mail to the Note Insurer, the Noteholders of and the Notes to which such amendment or supplemental indenture relates Rating Agencies a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Note affected thereby; (f) 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 (g) 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 Noteholder 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 or cause any Adverse REMIC Eventtax. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with With the consent (evidenced as provided in Article 9 hereof) of the Enhancer and the Noteholders holders of not less than a majority in aggregate principal amount of the Note Balances affected therebyNotes at the time outstanding (determined in accordance with Section 9.4 hereof), the Company, when authorized by Act (as defined in Section 10.03 hereof) the resolutions of such Noteholders delivered to the Issuer Board of Directors, and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under this Indentureholders of the Notes; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Noteholder holders of each Note affected therebyall Notes then outstanding: (a) change extend the date fixed maturity of any Note, or (b) reduce the rate or extend the time of payment of any installment of principal of or interest on any Note, or or (c) reduce the principal amount thereof or premium, if any, on any Note, or (d) reduce any amount payable on redemption or repurchase of any Note, or (e) impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note Rate thereonat the option of the holder upon the happening of a Repurchase Event, or (f) impair or adversely affect the right of any Noteholder to institute suit for the payment of his Note, or (g) change the place where, or currency in which, the Notes are payable, or (h) 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 hereof, or (i) modify the provisions of this Indenture relating with respect to the application of collections on, or the proceeds subordination of the sale ofNotes in a manner adverse to the Noteholders, without 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 consent of the provisions holder 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;each Note so affected, (bj) reduce the requirements of Section 10.3 hereof for quorum or voting or the percentage in principal amount of the Note Balancesoutstanding Notes of any series, the consent of the Noteholders of which whose holders is required for any such supplemental indenture, or the consent of the Noteholders of which whose holder is required for any waiver of with respect to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (ck) modify or alter any of the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance 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; (e) modify any provision of this Section 9.02 11.2 or Section 7.7 hereof, except to increase any the required percentage specified herein to effect such action or to provide that certain additional other provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder holder of each outstanding Note affected thereby; (f) modify any . Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesis discretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Security Balances affected therebyof each Class of Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (bii) reduce the percentage of the Note BalancesSecurity Balances of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (ciii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ” or modify or alter the exception in the definition of the term "Noteholder"“Holder”; (div) reduce the percentage of the aggregate Note Balance Security Balances 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; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (fvi) 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 (gvii) 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 Noteholder Holder of any Note of the security provided by the lien of this Indenture; and provided 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 or cause any Adverse REMIC Eventbe classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with the consent resolutions of the Enhancer Board of Directors and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture Trustee, at the Company’s expense, may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Noteholders under holders of the Notes or waiving any past default, Event of Default or compliance with provisions of this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected thereby: (a) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default; (b) reduce the rate or extend the stated time for payment of any installment of principal of or interest interest, including Additional Interest, on any Note, or ; (c) reduce the principal amount thereof of, or extend the Maturity Date of, any Note; (d) make any change that impairs or otherwise adversely affects the conversion rights of any Notes; (e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note Rate thereon, or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments; (f) make any Note payable in a currency other than that stated in the Note; (g) change the provisions of this Indenture relating to the application of collections on, or the proceeds ranking of the sale of, Notes; (h) impair the Trust Estate right of any holder to receive payment of principal of and interest, including any Additional Interest, on such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or (i) make any change in 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 9 that require each holder’s consent or after the respective due dates thereof; (b) reduce the percentage of the Note Balances, the consent of the Noteholders of which is required for any such supplemental indenture, or the consent of the Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (d) reduce the percentage of the aggregate Note Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell waiver provisions in Section 6.02 or liquidate the Trust Estate pursuant to Section 5.04; (e) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived 6.09, in each case without the consent of each holder of an outstanding Note affected. Upon the Noteholder of each Note affected thereby; (f) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) 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 Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act (as defined in Section 10.03 hereof) the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee shall mail Company will distribute to the Noteholders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment or result in a Default or Event of Default.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, with the consent of the Insurer and with the consent of the Enhancer and the Noteholders Holders of not less than a majority of the Note Balances affected therebyOutstanding Notes, by Act (as defined in Section 10.03 hereof) of such Noteholders 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 Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Operative Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (biii) reduce the percentage of the Note BalancesOutstanding Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate Note Balance of the Outstanding Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0412.1; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Operative Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvii) 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 (gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Operative Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder 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 or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agencies, with the prior written consent of the Note Insurer (or, if an Insurer Default shall have occurred and be continuing, with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture TrusteeMajority Noteholders), 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 Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Note Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof thereof, the interest rate thereon or the Note Rate thereonRedemption Amount with respect to the redemption of the Notes, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Property to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on the Redemption Date); (biii) reduce the percentage of the outstanding Note BalancesBalance of the Notes, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders 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; (civ) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Noteholder"; (dv) reduce the percentage of the aggregate outstanding Note Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Property pursuant to Section 5.045.4; (evi) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation); or) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (gviii) 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 Property or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture; or (ix) modify any restrictions on and provided further, that such action shall not, as evidenced by an Opinion procedures for resale and other transfers for resale and other transfers of Counsel, cause the Issuer Notes to be subject reflect any change in applicable law or regulations (or the interpretation thereof) or practices relating to an entity level tax the resale or cause any Adverse REMIC Event. transfer of restricted securities generally. (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Noteholders Note Insurer and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, with prior notice to the Rating Agencies and with (a) With the consent of the Enhancer and the Noteholders of holding not less than a majority of the Note Balances affected therebyBalance of the Outstanding Notes, voting together as a single Class, by Act (as defined in Section 10.03 hereof) of such Noteholders Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee (when so directed by an Issuer Request), may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Noteholder Holder of each Outstanding Note affected therebythereby and ten (10) days’ prior notice by the Issuer to the Rating Agency: (ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof or the Note Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, reduce the interest rate 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 principal amount of any such amount due on Note, delay the Notes on Final Scheduled Payment Date of any Note or after reduce the respective due dates thereofRedemption Price of any Note; (bii) reduce the percentage of the Note BalancesBalance, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with 52 Indenture (ACMAT 2024-2) certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ciii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" or modify or alter the exception in the definition of the term "Noteholder"”; (div) reduce the percentage of the aggregate Note Balance Balance, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the Note Balance plus accrued but unpaid interest on the Outstanding Notes; (ev) modify any provision of this Section 9.02 except 9.2 in any respect materially adverse to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent interests of the Noteholder of each Note affected therebyNoteholders; (f) 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 (gvi) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated hereinherein or in the Transaction Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the any Noteholder of any Note of the security provided by the lien of this Indenture; (vii) impair the right to institute suit for the enforcement of payment as provided in Section 5.7; and provided furtheror (viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, that such action shall notthe Depositor, as evidenced by an Opinion the Servicer, the Administrator or any of Counsel, cause the Issuer to be subject to an entity level tax or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. their Affiliates. (b) It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (c) Prior to the execution of any such supplemental indenture, the Issuer shall provide written notification of the substance of such supplemental indenture to the Rating Agency and the Owner Trustee; and promptly after the execution of any such supplemental indenture, the Issuer shall furnish a copy of such supplemental indenture to the Rating Agency, the Owner Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent, the Note Registrar and the Indenture Trustee; provided, that no supplemental indenture pursuant to this Section 9.2 shall be effective which affects the rights, protections, immunities, indemnities or duties of the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent, the Note Registrar or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.2, the Indenture Trustee shall mail deliver to the Noteholders a copy 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 noticeamendment or supplemental indenture, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b) hereof, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, also may, with prior notice to the Rating Agencies Agency and the Servicer and with the consent of the Enhancer and the Noteholders of not less than a majority of the Note Balances affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Issuer and the Indenture TrusteeMajority Noteholders, enter into an a supplemental 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 Holders of the Notes under this Indenture; providedprovided that the Issuer shall only enter into a supplemental indenture in compliance with Section 9.06 hereof; provided further that (i) such action shall not, howeveras evidenced by an Opinion of Counsel, that no (A) materially adversely affect the interest of any Noteholder or (B) cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code (which Opinion of Counsel may rely upon an Officer’s Certificate of the Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (b) No supplemental indenture shall, without the consent of the Noteholder Holder of each Note adversely affected thereby: (ai) change the Legal Final Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof of any Note or any rate of interest or the portion of the Redemption Price payable to the Holders of the Notes, change the earliest date on which any Note Rate thereonmay be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article V, to the regarding payment of any such amount due on the Notes on or after the respective due dates thereofNotes; (bii) reduce the percentage of the Aggregate Outstanding Note BalancesBalance, the consent of the Noteholders Holders of which is required for any such supplemental indenture, or the consent of the Noteholders Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ciii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding" ” or modify or alter the exception in provisions of the proviso to the definition of the term "Noteholder"“Holder”; (div) modify or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Originator, the Servicer, an affiliate of any of them or any obligor on the Notes; (v) modify any provisions hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or (vi) reduce the percentage of the aggregate Aggregate Outstanding Note Balance Balance, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Indenture Collateral pursuant to Section 5.045.04 hereof; (evii) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Transaction Documents cannot be modified or waived without the consent of the Noteholder Holder of each Note affected thereby; (f) 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 (gviii) 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 Indenture Collateral or, except as otherwise expressly permitted or contemplated herein, herein terminate the lien of this Indenture on any property at any time subject hereto or deprive the any Noteholder 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 . (c) Prior to be subject to an entity level tax or cause any Adverse REMIC Event. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithobtain the written consent of each Holder of a Note. It shall not be necessary for any Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.