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

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (c) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer OrderRequest in the case of the Securities Administrator and the Indenture Trustee, also may, with prior notice to the Rating Agencies and Agency and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount each Class of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)affected thereby, by Action Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer Issuer, the Securities Administrator and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” or modify or alter the exception in the definition of the term “Holder” (eiv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04 hereof; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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. The Any such action shall not adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture) as evidenced by an Opinion of Counsel (provided by, and at the expense of, the Person requesting such supplemental indenture) delivered to the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithSecurities Administrator. It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee Securities Administrator shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Securities Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding Amount and by Act of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 thereofStated Maturity; (cii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (diii) modify any of the provisions of this Section 9.2 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 Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture”; or (gv) permit the creation of any lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the lien Lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any ; provided, no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee Rating Agency, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies and the Insurer, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe amount required to be paid on the Notes following the exercise of the option set forth in Section 8.01 of the Sale and Servicing Agreement, 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; (b) , 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 VV herein, 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); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.4 herein; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) reduce modify any percentage required to amend the sections of the provisions of this Indenture that specify in such manner as to affect the applicable percentage of Outstanding Amount calculation of the Notes necessary to amend amount of any payment of interest or principal due on any Note on any Payment Date (including the Indenturecalculation 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 Holder of any Note of the security provided by the lien of this IndentureIndenture 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. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action In connection with requesting the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indentureindenture at the Issuer's expense. Any failure It shall not be necessary for any Act of Noteholders under this Section 9.2 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 the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority Noteholders, by Action Act of such Holders 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 Holders of the Notes any Noteholder under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount balance thereof, the Interest Rate interest rate thereon or redemption price thereforthe Termination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 VV hereof, 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); (cb) reduce the percentage of the Outstanding Amount of the NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders holders of a majority not less than 66-2/3% of the then Outstanding Principal Amount of the Notes, voting as a single class (excluding for Notes of each Series affected by such purpose the outstanding principal amount supplemental indenture and by Act of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer Company and the Indenture Trustee, the Company, by a Company Order, 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 Holders Noteholders of the Notes such Series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity of any installment of principal of Note or interest 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 thereof as set forth herein, or reduce the principal amount thereof, thereof or the Note Interest Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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; (cii) reduce the percentage of the Outstanding Principal Amount of the NotesNotes of any Series, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences consequences, provided for in this Indenture; (diii) 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"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 hereinprovided in the applicable Servicing Agreement, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any ; provided, no such supplemental indenture and may modify or change any such determination shall terms whatsoever of the Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Company's or thereafter authenticated and delivered AutoBond's discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action promptly deliver to each Noteholder of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer an affected Series and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the 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 indentureSection 9.02(a).

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b2) 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; (c3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d4) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e5) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f6) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.delivered

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies Agency Condition and with the consent of the Holders of a majority Notes representing more than 66-2/3% of the principal balance of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)each adversely affected Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of such Noteholders under the Holders of the Notes under this Indenture; provided, however, however that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this the 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); (c) reduce the percentage of the Outstanding Amount Notes of the Notes, any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this the Indenture or certain defaults hereunder and their consequences as provided for in this the Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount Notes of any Series, the consent of the Notes Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes pursuant to Section 5.04(c)(iv)of such Series; (fe) reduce any decrease the percentage of the Outstanding Notes required to amend the sections of the Indenture that which specify the applicable percentage of the Outstanding Amount Notes of the Notes any Series necessary to amend the IndentureIndenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of the Indenture prohibiting the voting of Notes held by Issuer, any other Obligor on the Notes, the Transferor or any affiliate thereof; or (g) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this the Indenture with respect to any part of the Trust Estate Collateral for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this the Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien Lien of this the Indenture. The Indenture Trustee may in its discretion determine whether or Satisfaction of the Rating Agency Condition shall not any Notes would be adversely affected by required with respect to the execution of any supplemental indenture and pursuant to this Section 10.02 for which the consent of all of the affected Noteholders is required; provided that prior notice of any such determination supplemental indenture shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithgiven to each Rating Agency. It shall not be necessary for any Action Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 10.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terms the substance of such supplemental 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 Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Voting Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer Owner Trustee and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such -------- ------- supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Voting Notes, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Owner Trustee, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding Amount and by Act of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 thereofStated Maturity; (cii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (diii) modify any of the provisions of this Section 9.2 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 Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture”; or (gv) permit the creation of any lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien 78 provided, no such supplemental indenture may modify or change any terms whatsoever of this Indenture on any property at any time subject hereto that could be construed as increasing the Issuer’s or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its Servicer’s discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indentureeffectiveness thereof to each Noteholder and each Rating Agency, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the 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 indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such a) No supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby: (ai) change the Legal Final Payment Date or the due date of any installment payment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereofof any Note or any rate of interest or the portion of the Redemption Price payable to the Holders of the Notes, change the Interest Rate thereon earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Loan Assets to the payment of principal, interest or redemption price thereforof distributions pursuant to the Sale 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; (b) , 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; (cii) reduce the percentage of the Aggregate Outstanding Amount Principal Balance of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the provisions of the proviso to the definition of the term “Holder”; (eiv) modify or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Seller, 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 the Indenture; or (vi) reduce the percentage of the Aggregate Outstanding Amount Principal Balance of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Indenture Collateral pursuant to Section 5.04(c)(iv)5.04; (fvii) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections other Transaction Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount of the Notes necessary to amend the Indentureeach Note affected thereby; 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 permitted or contemplated hereinherein or by any other Transaction Document, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien of this Indenture. . (b) The Indenture Trustee may Issuer shall only enter into a supplemental indenture in its discretion determine whether compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided that such action shall not, as evidenced by an Opinion of Counsel, (i) cause the Issuer to be treated as an association, publicly traded partnership or not taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes would that were characterized as indebtedness at the time of issuance to be adversely affected by any supplemental indenture and characterized as other than indebtedness (which Opinion of Counsel may rely upon an Officer’s Certificate of the Servicer with respect to the effect of any such determination shall be conclusive upon amendment on the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form economic interests of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Noteholder). (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the 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. (d) The Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.02 to the extent that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect that such supplemental indenture will not (i) cause the Issuer to be treated as an association, publicly traded partnership or taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b2) 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; (c3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d4) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e5) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f6) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Pursuant to the Trust Agreement and the Sale and Servicing Agreement, the Issuer may, from time to time, at its option, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. Dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Currency Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. In connection with executing any such Currency Swap Agreement, the Issuer, the Indenture Trustee, the Owner Trustee, the Seller and the Servicer will enter into a supplement to this Indenture, subject to this Section 9.02 and subject to the approval of the Owner Trustee and the Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions necessary or appropriate to effectuate the intention of such Currency Swap Agreement.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority representing not less than 51% of the then Outstanding Amount Note Balance of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount each Class of any Notes held and by Act of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each 100% of the then Outstanding Note Balance of each Class of Notes affected thereby: (ai) change the due date Stated Maturity of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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; (cii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences consequences, provided for in this Indenture; (diii) 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 100% of the then Outstanding Note Balance of each Class of Notes affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture”; 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 Holder of any Note Noteholder of the security provided afforded by the lien of this Indenture. The ; 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 supplemental indenture shall be entered into unless the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any shall have received written confirmation from the Rating Agency that such supplemental indenture and will not cause the Rating Agency to reduce, qualify or withdraw the then current rating assigned to any such determination shall be conclusive upon the Holders Class of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies Agencies, the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby and the Securities Insurer: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount Note Principal Balance thereof, the Interest Rate interest rate thereon or redemption price thereforthe Termination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 VV hereof, 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); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or "Voting Rights"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv)5.04 hereof; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) reduce modify any percentage required to amend the sections of the provisions of this Indenture that specify in such manner as to affect the applicable percentage calculation of Outstanding Amount 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 necessary to amend the Indenturecontained 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action In connection with requesting the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates 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 9.02 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 the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesNotes or of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter (x) the provisions of the proviso to the definition of the term "Outstanding" or (y) the definition of "Controlling Class"; (eiv) reduce the percentage of the Outstanding Amount of the Notes or of the Controlling Class required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture that specify in such manner as to affect the applicable percentage calculation of Outstanding Amount the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes necessary to amend the Indenturecontained 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 or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion or at the advice of counsel determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The With the consent of the Holders of Notes entitled to at least 50% of the Voting Rights, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, 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 ofprovisions, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the due date final installment of principal of, or any installment of principal of or interest on on, any Note, Note or reduce the principal amount thereof, the Note Interest Rate thereon or redemption price thereforthe Redemption Price with respect thereto, or change the Note Redemption Date, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 date such payment is due dates thereofor for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Maturity of the final installment of the principal thereof (or, in the case of redemption, on or after the applicable Redemption Date); (c2) reduce the percentage of the Outstanding Amount of the NotesVoting Rights, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (d3) modify any of the provisions of this Section 9.02, Section 5.14 or Section 5.18(b) or 5.18(c), 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; (4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g5) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the lien this Indenture; or (6) modify any of the provisions of this IndentureIndenture in such manner as to affect the calculation of the principal or interest for any Payment Date on any Notes (including the calculation of any of the individual components of such Debt Service Requirement) or to affect the rights of the Holders of Notes to the benefits of any provisions contained herein for the mandatory payment of principal. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture pursuant to this Section 9.02 or Section 9.01(4) hereof and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee 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 Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding Amount and by Act of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 thereofStated Maturity; (cii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (diii) modify any of the provisions of this Section 9.2 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 Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (gv) permit the creation of any lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the lien Lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any ; provided, no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer's or thereafter authenticated and delivered the Servicer's discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee Rating Agencies, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding aggregate principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Outstanding Notes, by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, no such supplemental indenture shall, (a1) change the due date Stated Maturity 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, thereof or the Interest Rate thereon or redemption price thereforrate of interest thereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 (c2) reduce the percentage percentages in principal amount of the Outstanding Amount of the Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (d3) modify or alter any of the provisions of this Section, Section 513, or Section 1012, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the proviso consent of the Holder of each Outstanding Note affected thereby, or (4) modify any of the provisions of this Indenture relating to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount subordination of the Notes required in a manner adverse to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithNoteholders. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer OrderRequest in the case of the Securities Administrator and the Indenture Trustee, also may, with prior notice to the Rating Agencies and Agency and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount each Class of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)affected thereby, by Action Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer Issuer, the Securities Administrator and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the exception in the definition of the term “Holder”; (eiv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04 hereof; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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. The Any such action shall not adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture) as evidenced by an Opinion of Counsel (provided by, and at the expense of, the Person requesting such supplemental indenture) delivered to the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithSecurities Administrator. It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount aggregate outstanding principal amount of the Notes, voting by Act (as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action defined in Section 11.3 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (ai) change the due date of any installment of principal of or interest on any Note, Note or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, where or the coin or currency in which, which any Note or the any interest thereon is payable; (bii) impair the right to institute suit for the enforcement of the certain provisions of this the 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 thereofregarding payment; (ciii) reduce the percentage of the Outstanding Amount aggregate principal amount of the Notes, outstanding Notes the consent of the Holders holders of which is required for any such supplemental indenture, indenture or the consent of the Holders holders of which is required for any waiver of compliance with certain provisions of this the Indenture or of certain defaults hereunder thereunder and their consequences as provided for in this the Indenture; (div) modify or alter the provisions of the proviso to Indenture regarding the definition voting of Notes held by the term "Outstanding"Trust, any other obligor on the Notes, the Seller or an Affiliate of any of them; (ev) reduce the percentage of the Outstanding Amount aggregate outstanding amount of the Notes the consent of the holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Contracts if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)outstanding Notes; (fvi) reduce any decrease the percentage of the aggregate principal amount of the Notes required to amend the sections of the Indenture that which specify the applicable percentage of Outstanding Amount aggregate principal amount of the Notes necessary to amend the IndentureIndenture or certain other related agreements; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this the Indenture with respect to any part of the Trust Estate collateral for the Notes or, except as otherwise permitted or contemplated hereinin the Indenture, terminate the lien Lien of this the Indenture on any property at any time subject hereto such collateral or deprive the Holder of any Note of the security provided afforded by the lien Lien of this the Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien (other than Permitted Liens) ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding aggregate principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Outstanding Notes, by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, no such supplemental indenture shall, (a1) change the due date Stated Maturity 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, thereof or the Interest Rate thereon or redemption price thereforrate of interest thereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 -60- Indenture (c2) reduce the percentage percentages in principal amount of the Outstanding Amount of the Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (d3) modify or alter any of the provisions of this Section, Section 513, or Section 1012, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the proviso consent of the Holder of each Outstanding Note affected thereby, or (4) modify any of the provisions of this Indenture relating to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount subordination of the Notes required in a manner adverse to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithNoteholders. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of a majority not less than two-thirds aggregate principal amount of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, no such supplemental indenture shall, (a1) change the due date Stated Maturity 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, thereof or the Interest Rate thereon or redemption price thereforrate of interest thereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 (c2) reduce the percentage percentages in principal amount of the Outstanding Amount of the Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (d3) modify or alter any of the provisions of this Section, Section 513, or Section 1012, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the proviso consent of the Holder of each Outstanding Note affected thereby, or (4) modify any of the provisions of this Indenture relating to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount subordination of the Notes required in a manner adverse to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithNoteholders. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies [and the [Swap Counterparty][Cap Provider]] and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b2) 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; (c3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d4) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e5) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f6) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes [or the [Swap Counterparty][Cap Provider]] would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes [and the [Swap Counterparty][Cap Provider]], 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 Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes [and the [Swap Counterparty][Cap Provider]] 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. Pursuant to the Trust Agreement and the Sale and Servicing Agreement, the Issuer may, from time to time, at its option, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. Dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Currency Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. In connection with executing any such Currency Swap Agreement, the Issuer, the Indenture Trustee, the Owner Trustee, [the [Swap Counterparty][Cap Provider],] the Seller and the Servicer will enter into a supplement to this Indenture, subject to this Section 9.02 and subject to the approval of the Owner Trustee and the Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions necessary or appropriate to effectuate the intention of such Currency Swap Agreement.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority Noteholders, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Note Balances of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Outstanding Amount Note Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders (as defined in Section 10.03) under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies Agency Condition and with the consent of the Holders of a majority Notes representing more than 66-2/3% of the principal balance of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)each adversely affected Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (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); (c) reduce the percentage of the Outstanding Amount Notes of the Notes, any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount Notes of any Series, the consent of the Notes Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes pursuant to Section 5.04(c)(iv)of such Series; (fe) reduce any decrease the percentage of the Outstanding Notes required to amend the sections of the this Indenture that which specify the applicable percentage of the Outstanding Amount Notes of the Notes any Series necessary to amend the IndentureIndenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Issuer, any other Obligor on the Notes, a Transferor or any affiliate thereof; or (g) 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 for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien Lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. Satisfaction of the Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this Section 10.2 for which the consent of all of the affected Noteholders is required; provided, however, that each Rating Agency shall be given prompt notice of any such supplemental indenture. It shall not be necessary for any Action Act of Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 10.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of Collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien (other than Permitted Liens) ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with the prior notice to written consent of the Rating Agencies Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount each Class of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)affected thereby, by Action Act (as defined in Section 10.03 hereof) of such Holders Holders, or the Insurer pursuant to Section 4.12 hereof, delivered to the Issuer Issuer, the Securities Administrator and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate and to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes, or any Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” or modify or alter the exception in the definition of the term “Holder” (eiv) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes Notes, or any Class of Notes, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04 hereof; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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 (if 100% of the Certificates and the Retained Notes (to the extent that such Retained Notes have not received a “will be debt” opinion) are not owned by American Home Mortgage Acceptance Inc.) to be subject to an entity level tax for federal income tax purposes. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any Any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee action shall not be liable for adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such determination made in good faithsupplemental indenture) as evidenced by an Opinion of Counsel (provided by the Person requesting such supplemental indenture) delivered to the Indenture Trustee. It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Owner Trustee 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 Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Voting Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer Owner Trustee and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Voting Notes, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Owner Trustee, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Required Holders, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof;or (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Note Owner for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture. The Indenture Trustee may , the Transfer and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Note Owners that so consent, waive or agree to amend in its discretion determine whether the time frame set forth in solicitation documents relating to such consent, waiver or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereofagreement. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies Agencies, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority Noteholder, by Action Act of such Holders Majority Noteholder 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe amount required to be paid on the Notes following the exercise of the option set forth in Section 8.01 of the Sale and Servicing Agreement, 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; (b) , 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 VV herein, 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); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.4 herein; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) reduce modify any percentage required to amend the sections of the provisions of this Indenture that specify in such manner as to affect the applicable percentage of Outstanding Amount calculation of the Notes necessary to amend amount of any payment of interest or principal due on any Note on any Payment Date (including the Indenturecalculation 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 Holder of any Note of the security provided by the lien of this IndentureIndenture 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. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action In connection with requesting the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indentureindenture at the Issuer’s expense. Any failure It shall not be necessary for any Act of Noteholders under this Section 9.2 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. (a) The Issuer Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Controlling Class, by Action Act of such Holders delivered to the Issuer Owner Trustee and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no -------- ------- such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesControlling Class, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Owner Trustee, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Controlling Class, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesControlling Class, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) 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 herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of Notes representing not less than a majority of the Principal Balance of all Outstanding Amount Notes by Act of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change any Distribution Date or the due date Final Maturity Date of any installment of principal of or interest on any Note, the Notes or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforthe Redemption Price with respect thereto, or change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 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 Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (c2) reduce the percentage of the Outstanding Amount Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (d3) 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; (4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g5) permit the creation of any lien ranking prior to or on a parity with other than the lien of this Indenture with respect to any part of the Trust Estate or, Fund (except as otherwise permitted for Permitted Encumbrances) or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture; (6) modify any of the provisions of this Indenture in such manner as to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (7) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Fund to be treated 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 adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies Agencies, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority Noteholder, by Action Act of such Holders Majority Noteholder 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe amount required to be paid on the Notes following the exercise of the option set forth in Section 8.01 of the Sale and Servicing Agreement, 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; (b) , 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 VV herein, 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); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.4 herein; (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Note Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies Agency Condition and with the consent of the Holders Majority Noteholders of a majority each adversely affected Series of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer Issuer, the Note Administrator and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, however that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note adversely affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (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); (c) reduce the percentage of the Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes of any Series outstanding the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes pursuant to Section 5.04(c)(iv)of such Series; (fe) reduce decrease the percentage of the Outstanding Amount of the Notes of any percentage Series required to amend the sections of the this Indenture that which specify the applicable percentage of the Outstanding Amount of the Notes of such Series necessary to amend the IndentureIndenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Trust, any other obligor on the Notes, an Accounts Owner or any affiliate thereof; or (g) 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 for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note or the holder of any other interest in the Receivables as specified in the related Indenture Supplement of the security provided by the lien Lien of this Indenture. The Notes held by the Transferor or any of its Affiliates or agents (to the extent actually known to be held by a Responsible Officer of the Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall Trustee) will not be liable for considered in the determination of (i) whether the requisite percentage of Notes Outstanding has been obtained in support of any amendment under this Section 10.02 and (ii) the amount of Notes Outstanding in connection with the calculation of such determination made in good faithrequisite percentage. It shall not be necessary for any Action Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Note Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 10.02, the Indenture Trustee Note Administrator shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Note Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and Agencies, with the consent of the Holders of the Notes entitled to a majority of the Outstanding Amount Voting Rights (and with the consent of the NotesInsurer, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliatesif no Insurer Default shall have occurred and be continuing), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the amounts payable upon any redemption price thereforPrice thereof, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust 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; (bii) 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); (ciii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is Notes entitled to Voting Rights required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (div) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ev) reduce the percentage of the Outstanding Amount Holders of the Notes entitled to Voting Rights required to direct the Indenture Trustee to sell or liquidate the authorize a private sale of Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Property as contemplated in Section 5.04(c)(iv5.19(b); (fvi) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of each Outstanding Amount Note affected thereby; (vii) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation); or (gviii) permit the creation of any lien (other than the Warehouse Liens to be discharged and released as provided in Section 3.5 and 3.12) 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Holders of not less than a majority of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)related Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, -------- however, that no such supplemental indenture shall, without the consent of the ------- Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount aggregate amount of the NotesOutstanding Notes of such Series, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition related Trust, any other obligor on such Notes, the Seller or an affiliate of the term "Outstanding"any of them; (eiv) reduce the percentage of the aggregate Outstanding Amount of the such Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination . (b) It shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture; (vi) modify any of the sections 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) (it being understood that the issuance of any Notes and the specification of the terms and provisions thereof pursuant to an Officer’s Issuance Certificate shall not be deemed to have such effect for purposes hereof), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien (other than Permitted Liens) ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (c) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv);; 50 (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The With the consent (evidenced as provided in Article VIII) of the Noteholders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer and the Indenture TrusteeGuarantor, when authorized by an Issuer Orderthe resolutions of the Board of Directors, also and the Trustee may, with prior notice from time to the Rating Agencies time and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of at any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trusteetime, 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 Holders of the Notes under this IndentureNotes; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (c) reduce the percentage of the Outstanding Amount of the Notesoutstanding Notes necessary to modify or amend this Indenture, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of 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 quorum or change voting requirements set forth in this Indenture; (b) reduce the rate of, change or have the effect of changing the time for payment of Interest, including Defaulted Interest, on the Notes; (c) reduce the principal amount of, change or have the effect of changing the Stated Maturity of the Notes, or change the date on which the Notes may be subject to redemption or reduce the Redemption Price therefor; (d) modify make the Notes payable in currency other than that stated in the Notes or alter change the provisions place of payment of the proviso to Notes from that stated in the definition of the term "Outstanding"Notes or in this Indenture; (e) reduce make any change in provisions of this Indenture protecting the percentage right of each Noteholder to receive payment of principal of and Interest on the Outstanding Amount Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Noteholders holding a majority in principal amount of the Notes required to direct the Indenture Trustee to sell waive defaults or liquidate the Trust Estate if the proceeds Events of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Default; (f) reduce make any percentage required change to amend or modify in any manner adverse to the sections Holders the terms and conditions of the Indenture that specify obligations of the applicable percentage of Outstanding Amount Guarantor under Article XIV; (g) make any change to or modify the ranking of the Notes necessary to amend that would adversely affect the IndentureNoteholders; or (gh) permit modify any of the creation foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the Noteholders. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any lien ranking prior to or on a parity supplemental indenture, and upon the filing with the lien Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantor 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Action the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned Majority Noteholders by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture TrusteeHedge Counterparties, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of the Indenture 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; (b) , 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; (cii) reduce the percentage of the Aggregate Outstanding Amount of the NotesPrincipal Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Aggregate Outstanding Amount of the Notes Principal Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Indenture Collateral pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Transaction Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount of the Notes necessary to amend the Indenture; oreach Note affected thereby; (gvi) 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 permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder or any Hedge Counterparty 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 be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code; or (vii) change the definition of Eligible Loan. Notwithstanding any provision contained herein to the contrary, in no event may Section 3.32 of the Indenture be amended or modified in any respect without the prior written consent of each Hedge Counterparty. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders or Hedge Counterparties under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Hedge Counterparties 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. Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.02, the Issuer and Indenture Trustee shall obtain written confirmation from Moody's that entry by the Issuer and Indenture Trustee into such supplemental indenture satisfies the Xxxxx'x Rating Condition.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.;

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of each Class of Notes affected thereby, or if all Classes are affected, by majority of the aggregate of Security Balances of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, except in the limited circumstances described in paragraph (b) below, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Indenture Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Security Balances of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Outstanding Amount Security Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.03; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. ; provided, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. (b) At the time of any sale of any Class B Note to a Person that is not an Affiliate of the Seller, the Class B Noteholders and the Issuer may agree, without the consent of any Class A Noteholder, to amend the per annum percentage that is added to LIBOR to calculate the Note Rate related to the Class B Notes to an amount not exceeding ______% per annum. (c) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned Majority Noteholders by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture TrusteeHedge Counterparties, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of the Indenture 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; (b) , 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; (cii) reduce the percentage of the Aggregate Outstanding Amount of the NotesPrincipal Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the exception in the definition of the term “Holder”; (eiv) reduce the percentage of the Aggregate Outstanding Amount of the Notes Principal Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Indenture Collateral pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Transaction Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount of the Notes necessary to amend the Indenture; oreach Note affected thereby; (gvi) 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 permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder or any Hedge Counterparty 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 be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code; or (vii) change the definition of Eligible Loan. Notwithstanding any provision contained herein to the contrary, in no event may Section 3.32 of the Indenture be amended or modified in any respect without the prior written consent of each Hedge Counterparty. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders or Hedge Counterparties under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Hedge Counterparties 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. Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.02, the Issuer and Indenture Trustee shall obtain written confirmation from Moody’s that entry by the Issuer and Indenture Trustee into such supplemental indenture satisfies the Mxxxx’x Rating Condition.

Supplemental Indentures with Consent of Noteholders. The Issuer In addition to any amendment permitted pursuant to Section 9.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of more than 662⁄3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Asset Pool Supplement and any Indenture Supplement, by Act of said Holders delivered to the Issuing Entity, the Collateral Agent and the Indenture Trustee, when authorized by an Issuer Orderthe Issuing Entity, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer Collateral Agent and the Indenture Trustee, as applicable, upon delivery of an Issuing Entity Tax Opinion, may enter into an indenture or indentures supplemental hereto amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture shallamendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due scheduled payment date of any installment payment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon change a Scheduled Principal Payment Date or redemption price therefor, or change Legal Maturity Date of any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableNote; (b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the any payment of on any such amount due on the Notes on or after the respective due dates thereofNote; (cd) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the any Series, Class or Tranche of Notes, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture; (de) modify or alter any of the provisions of this Section or Section 6.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the proviso to the definition consent of the term "Outstanding"; (e) reduce the percentage Holder of the each Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Note affected thereby; (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g) permit the creation of any lien ranking or other encumbrance on the Collateral of any Asset Pool that secures any Tranche of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes of such Tranche; (g) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; (h) change the method of computing the amount of principal of, or interest on, any Note on any date; or (i) make any other amendment not permitted by Section 9.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Classes or Tranches of Notes, or which modifies the rights of the Holders of Notes of any such Series, Class or Tranche with respect to any part of such covenant or other provision, will be deemed not to affect the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of any other Series, whether theretofore Class or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithTranche. It shall will not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such Action shall approve Act approves the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority not less than 66-2/3% of the Outstanding Amount of the Notes of each adversely affected Series of Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (ai) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (bii) 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); (ciii) reduce the percentage which constitutes a majority of the Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of any Notes, the Notes consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.to

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies and the Insurer, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe amount required to be paid on the Notes following the exercise of the option set forth in Section 8.01 of the Sale and Servicing Agreement, 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; (b) , 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 VV herein, 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); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.4 herein; (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and Agency, with the consent of the Holders of a majority not less than 51% of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Highest Priority Class, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption 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; (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 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); (c) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Property pursuant to Section 5.04(c)(iv)5.04; (f) reduce any decrease the percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary or any Class of Notes required to amend this Indenture or the Indenture; orother Basic Documents; (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 Property or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders required under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Controlling Class, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesControlling Class, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) 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 herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Notwithstanding any other provision of this Indenture, if the consent of the Swap Counterparty is required pursuant to the Swap Counterparty Rights Agreement to enter into a supplemental indenture, any such purported supplemental indenture shall be null and void ab initio unless the Swap Counterparty consents in writing to such supplemental indenture. Any such supplemental indenture shall include the same requirement of the Swap Counterparty to consent to further supplemental indentures.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the prior written consent of the Note Insurer (which shall not be unreasonably withheld) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all Class A Note Principal Balance of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)affected thereby, by Action Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Class A Note Principal Balance of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Outstanding Amount Class A Note Principal Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04 hereof; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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 (if 100% of the Certificates are not owned by the Seller) to be subject to an entity level tax. The Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee may or (ii) confirmation from the Rating Agencies that such amendment will not result in its discretion determine whether the reduction or not withdrawal of the rating of the Notes (without giving effect to the Note Insurance Policy) adversely affect in any Notes would be adversely affected by material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithindenture). It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto thereto or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive binding upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the prior notice consent of the Rating Agencies, the written consent of the holder of the Trust Certificate, the prior written consent of the Yield Maintenance Counterparty (but only to the Rating Agencies extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Yield Maintenance Agreements), and with the consent of the Holders of a majority not less than 66-2/3% of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or redemption price thereforthe proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv)5.04; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Agreements cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) reduce modify any percentage required to amend the sections of the provisions of this Indenture that specify in such manner as to affect the applicable percentage of Outstanding Amount calculation of the Notes necessary to amend the Indentureamount of any payment of interest or principal due on any Note on any Payment Date; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine rely on an Opinion of Counsel (at the expense of the party requesting the supplemental indenture) regarding whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture In connection with requesting the consent of the Noteholders and the holder of the Trust Certificate pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and to the Owner Trustee (which shall not be liable for any in turn mail to the holder of the Trust Certificate) a notice setting forth in general terms the substance of such determination made in good faithsupplemental indenture. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Trust --------------------------------------------------- and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies Agencies, with the prior written consent of the Insurer and with the consent of the Holders Noteholders of a majority at least 51% of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Note Balance, by Action Act of such Holders 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 Holders of the Notes 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 Holder Noteholder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the 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; (bii) 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); (ciii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (div) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ev) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Trust to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.6; (fvi) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Operative Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Noteholder of Outstanding Amount each Note affected thereby; (vii) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 Holder Noteholder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon the satisfaction of the Rating Agencies Agency Condition and with the consent of the Holders Noteholders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest (including any Noteholders' Interest Index Carryover) on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest (including any Noteholders' Interest Rate thereon or redemption price thereforIndex Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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; (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections other Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Noteholder of each Outstanding Amount Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation of the amount of any payment of interest (including any Noteholders' Interest Index Carryover) or principal due on any Note on any Distribution 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 Indenture Trust Estate or, except as otherwise expressly permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance substance, or a copy, 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 Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding Amount and by Act of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 thereofStated Maturity; (cii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (diii) modify any of the provisions of this Section 9.2 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 Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture”; or (gv) permit the creation of any lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the lien Lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any ; provided, no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indentureeffectiveness thereof to each Noteholder and each Rating Agency, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the 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 indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the Swap Counterparty and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b2) 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; (c3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d4) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e5) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f6) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes or the Swap Counterparty would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Swap Counterparty and the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Swap Counterparty to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Pursuant to the Trust Agreement and the Sale and Servicing Agreement, the Issuer may, from time to time, at its option, enter into a Currency Swap Agreement with a Currency Swap Counterparty to swap amounts payable to Certificateholders from U.S. Dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Currency Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Currency Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. Any payments received by the Issuer from the Currency Swap Counterparty under such a Currency Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. In connection with executing any such Currency Swap Agreement, the Issuer, the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Seller and the Servicer will enter into a supplement to this Indenture, subject to this Section 9.02 and subject to the approval of the Owner Trustee and the Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions necessary or appropriate to effectuate the intention of such Currency Swap Agreement.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Holders of not less than a majority of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)related Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount aggregate amount of the NotesOutstanding Notes of such Series, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition related Trust, any other obligor on such Notes, the Seller or an affiliate of the term "Outstanding"any of them; (eiv) reduce the percentage of the aggregate Outstanding Amount of the such Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination . (b) It shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders 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 Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv)5.4; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) reduce modify any percentage required to amend the sections of the provisions of this Indenture that specify in such manner as to affect the applicable percentage calculation of Outstanding Amount 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 necessary to amend the Indenturecontained 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action In connection with requesting the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure 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 the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned Majority Noteholders by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, -------- however, that no such supplemental indenture shall, without the consent of the ------- Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the Interest Rate thereon provisions of this Indenture relating to the application of collections on, or redemption price thereforthe proceeds of the sale of the Indenture 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; (b) , 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; (cii) reduce the percentage of the Aggregate Outstanding Amount of the NotesPrincipal Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Aggregate Outstanding Amount of the Notes Principal Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Indenture Collateral pursuant to Section 5.04(c)(iv);5.04; ------------ (fv) reduce modify any provision of this Section 9.02 except to increase any ------------ percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Transaction Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount of the Notes necessary to amend the Indentureeach Note affected thereby; or (gvi) 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 permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the lien of this Indenture; and provided, further, that such action shall not, as -------- ------- evidenced by an Opinion of Counsel (subject to customary qualifications), 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. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section ------- 9.02 to approve the particular form of any proposed supplemental indenture, but ---- it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee ------------ shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental Indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of Collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article Nine which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien (other than Permitted Liens) ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith and in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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. Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.02, this Indenture shall not be amended nor shall the parties hereto enter into supplemental indentures hereto without the written consent of the Swap Counterparty if such amendment or supplemental indenture would have a material adverse effect on the Swap Counterparty.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies Agency Condition and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes of each adversely affected Series of Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, however that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate specified thereon or the redemption price therefor, with respect thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (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); (c) reduce the percentage of the Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount aggregate outstanding amount of any Notes, the consent of the Notes Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes pursuant to Section 5.04(c)(iv)of such Series; (fe) reduce any decrease the percentage of the aggregate principal amount of the Notes required to amend the sections of the this Indenture that which specify the applicable percentage of Outstanding Amount the aggregate principal amount of the Notes of such Series necessary to amend the IndentureIndenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Trust, any other obligor on the Notes, a Seller or any affiliate thereof; or (g) 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 for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Collateral at

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies Agencies, [the Note Insurer] and with the consent of the Holders of not less than a majority of the Outstanding Amount Voting Interests of the Outstanding Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby [and the Note Insurer] if affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount Principal Amount (or Notional Amount) thereof, the Interest Rate thereon or redemption price thereforthe Termination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 VV hereof, 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); (cb) reduce the percentage of the Outstanding Amount Voting Interests of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition definitions of the term "Outstanding" or "Voting Interests"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest (including any Noteholders' Interest LIBOR Carryover) on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest (including any Noteholders' Interest LIBOR Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture that specify in such manner as to affect the applicable percentage calculation of Outstanding Amount the amount of any payment of interest (including any Noteholders' Interest LIBOR Carryover) due or any Note on any Interest Payment Date or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes necessary to amend the Indenturecontained 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders 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 Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates and to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to 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 Issuing Entity[, the Grantor Trust] and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of at least a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Controlling Securities, by Action Act of such Holders delivered to the Issuer Issuing Entity[, the Grantor Trust] and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforthe Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesControlling Securities, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes Controlling Securities required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (fv) reduce modify any provision of this Section except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture that specify in such manner as to affect the applicable percentage calculation of Outstanding Amount 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 necessary to amend the Indenture; orcontained herein; (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 Holder of any Note of the security provided by the lien of this Indenture. ; or (viii) except as provided in Section 5.04(a)(iv), liquidate the Receivables when the proceeds of such sale would be insufficient to fully pay the Notes. (b) The Indenture Trustee may in its discretion determine shall be entitled to receive and conclusively rely upon an Officer’s Certificate certifying as to whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Issuing Entity[, the Grantor Trust] and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail transmit to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) [Notwithstanding any other provision of this Indenture, no indenture supplement shall be effective unless the Swap Counterparty consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Swap Counterparty; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no material adverse effect on the interests of the Swap Counterparty.]

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (c) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Pursuant to the Trust Agreement and the Sale and Servicing Agreement, the Issuer may, from time to time, at its option, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Swap Agreement, the rating agencies have confirmed the then-existing ratings of the Notes, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Distribution Date. In connection with executing any such Swap Agreement, the Issuer, Indenture Trustee, Owner Trustee, Seller and Servicer will enter into a supplement to this Indenture, subject to this Section 9.02 and subject to the approval of the Owner Trustee and the Certificateholders, that will specify the creation of any necessary accounts and modifications of any provisions necessary or appropriate to effectuate the intention of such Swap Agreement.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture; provided, further, however, that no such supplemental indenture shall adversely affect the rights and obligations of the Class A-3a Swap Counterparty under the Class A-3a Swap Agreement (including, without limitation, the priority of payments owed to the Class A-3a Swap Counterparty under the Class A-3a Swap Agreement) without the written consent of the Class A-3a Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Holders of not less than a majority of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)related Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount aggregate amount of the NotesOutstanding Notes of such Series, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition related Trust, any other obligor on such Notes, the Seller or an affiliate of the term "Outstanding"any of them; (eiv) reduce the percentage of the aggregate Outstanding Amount of the such Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination . (b) It shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies and with the consent of the Holders of a majority not less than 51% of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Termination Price with respect thereto, change the earliest date on which any of the Notes may be redeemed at the option of the Majority Residual Interest Holders, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 Redemption Date); (cb) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (ed) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); 5.04; 55 61 (fe) reduce modify any provision of this Section or Section 5.11 except to increase any percentage required specified therein or to amend the sections of the Indenture provide that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g) permit the creation of any lien ranking prior to or on a parity with the lien certain additional provisions of this Indenture with respect to any part or the Basic Documents cannot be modified or waived without the consent of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any each Outstanding Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.thereby;

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price therefor, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof; (c) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv);; (Nissan 2003-B Indenture) 50 (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Balance of each Class of Notes affected thereby (with the consent of the NotesNote Insurer, voting so long as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliatesno Note Insurer Default exists), by Action Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Trust Estate to payment of principal of or redemption price thereforinterest 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; (b) , 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; (cii) reduce the percentage of the Outstanding Amount Note Balances of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (eiv) reduce the percentage of the Outstanding Amount Note Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04 hereof; (fv) reduce modify any provision of this Section 9.02 except to increase any percentage required specified herein or to amend provide that certain additional provisions of this Indenture or the sections Basic Documents cannot be modified or waived without the consent of the Indenture that specify the applicable percentage Holder of Outstanding Amount each Note affected thereby; (vi) modify any of the Notes necessary provisions of this Indenture in such manner as to amend affect the Indenturecalculation 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 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 (if 100% of the Certificates are not owned by the Seller) to be subject to an entity level tax. The Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Master Servicer and the Indenture Trustee may or (ii) confirmation from the Rating Agencies that such amendment will not result in its discretion determine whether the reduction or not withdrawal of the rating of any Notes would be Class of Notes) adversely affected by affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithindenture). It shall not be necessary for any Action Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith as in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Order, also may, with prior notice to the Rating Agencies and with (a) With the consent of the Holders of a majority not less than 66-2/3% of the then Outstanding Principal Amount of the Notes, voting as a single class (excluding for Notes of each Series affected by such purpose the outstanding principal amount supplemental indenture and by Act of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders said Noteholders delivered to the Issuer Company and the Indenture Trustee, the Company, by a Company Order, 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 Holders Noteholders of the Notes such Series under this Indenture; provided, howeverPROVIDED, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, (ai) change the due date Stated Maturity of any installment of principal of Note or interest 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 thereof as set forth herein, or reduce the principal amount thereof, thereof or the Interest Note Rate thereon or redemption price thereforthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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; (cii) reduce the percentage of the Outstanding Principal Amount of the NotesNotes of any Series, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences consequences, provided for in this Indenture; (diii) 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"; (e) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 hereinprovided in the applicable Servicing Agreement, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any ; PROVIDED, no such supplemental indenture and may modify or change any such determination shall terms whatsoever of the Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Company's or thereafter authenticated and delivered Epic's discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action promptly deliver to each Noteholder of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee an affected Series a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a).

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior written notice to the each Rating Agencies Agency and with the consent of the Holders of Notes representing not less than a majority of the Outstanding Amount aggregate Note Balance of (i) the Class A Notes if any of the NotesClass A Notes are the only Notes affected thereby, voting as a single class (excluding for such purpose 2) the outstanding principal amount of Subordinate Notes if any Subordinate Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of are the only Notes affected thereby and (3) the Notes if Subordinate Notes and Class A Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)both affected thereby, by Action Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereofthereof or the interest rate thereon, change the Interest Rate thereon provisions of this Indenture relating to the application of collections on or redemption price thereforthe 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; (b) , 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; (cb) reduce the percentage of the Outstanding Amount Note Balances or Percentage Interest of the Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (dc) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (ed) reduce the percentage of the Outstanding Amount aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)5.04; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (f) reduce modify any percentage required provision of this Indenture in such a manner as to amend affect the sections calculation of the Indenture that specify amount of any payment of interest or principal due on any Note on any Payment Date (including the applicable percentage calculation of Outstanding Amount any of the Notes necessary to amend the Indentureindividual components of such calculation); or (g) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien 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. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the each Rating Agencies Agency, and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Majority in Interest, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto hereto, upon receipt by the Indenture Trustee of an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all the conditions precedent applicable thereto under this Indenture have been satisfied, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or redemption price thereforthe Redemption Date Amount with respect thereto, change the provisions of this Indenture relating to the application of Collections on, or the proceeds of the sale of, the 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; (b) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereofthereof (or, in the case of redemption, on or after the Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the second proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes Collateral pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to 5.04 or amend the sections provisions of this Article which specify the percentage of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary required to amend this Indenture or the Indentureother Transaction Documents; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; or (gvi) permit the creation of any lien (other than Permitted Liens) ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien created by this Indenture. Neither the Issuer, the Indenture Trustee nor any of their respective Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Noteholder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Pooling and Servicing Agreement or the Notes unless such consideration is offered to be paid to all Noteholders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithfaith and in reliance upon an Opinion of Counsel. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice 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 Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding aggregate principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Outstanding Notes, by Action Act of such Holders 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 Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, no such supplemental indenture shall, (a1) change the due date Stated Maturity 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, thereof or the Interest Rate thereon or redemption price thereforrate of interest thereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 (c2) reduce the percentage percentages in principal amount of the Outstanding Amount of the Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (d3) modify or alter any of the provisions of this Section, Section 513, Section 1013 or Article Twelve, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the proviso consent of the Holder of each Outstanding Note affected thereby, or (4) modify any of the provisions of this Indenture relating to the definition of the term "Outstanding"; (e) reduce the percentage of the Outstanding Amount subordination of the Notes required in a manner adverse to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithNoteholders. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount Notes of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)related Series, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount aggregate amount of the NotesOutstanding Notes of such Series, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition related Trust, any other obligor on such Notes, the Seller or an affiliate of the term "Outstanding"any of them; (eiv) reduce the percentage of the aggregate Outstanding Amount of the such Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies Agencies, and with the consent of the Holders of Interested Noteholders holding a majority of the Outstanding Amount of the related Classes of Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders 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 Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby: (ai) change the due date of payment of any installment of principal of or interest on any Noteeach Class of Notes, or reduce the principal amount thereofthereof or the interest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Interest Rate thereon Indenture Trust Estate to payment of principal of or redemption price thereforinterest on the applicable Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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; (cii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders holders of which is required for any such supplemental indenture, or the consent of the Holders holders of the Notes of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any applicable Note on any Distribution Date (including the calculation of any of the individual components of such calculation); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; 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 Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder any holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether ; or (viii) or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon change the Holders definition 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 faithInterested Noteholders. It shall not be necessary for any Action Act of Noteholders holders of the Notes under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders holders of the Notes to which such amendment or supplemental indenture relates a notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates)Controlling Class, by Action Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such -------- ------- supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any installment instalment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or redemption price thereforinterest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable; (b) , 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 Redemption Date); (cii) reduce the percentage of the Outstanding Amount of the NotesControlling Class, the consent of the Holders of which is required for (a) any such supplemental indenture, or the consent of the Holders of which is required for (b) any waiver of compliance with certain provisions of this Indenture or Indenture, certain defaults hereunder and their consequences as provided for in this IndentureIndenture or (c) any action described in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16; (diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral pursuant to Section 5.4 if the proceeds of that such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Outstanding Notes; (fv) reduce modify any provision of this Section 9.2 to decrease the required minimum percentage required necessary to amend approve any amendments to any provisions of this Indenture or any of the sections Basic Documents; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the Indenture that specify regarding the applicable percentage voting of Outstanding Amount Notes held by the Issuer, the Seller or any Affiliate of the Notes necessary to amend the Indentureeither of them; or (gvii) 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 herein, terminate the lien of this Indenture on any property at any time subject hereto to the lien of this Indenture or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture. . (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon all of the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any Action sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with With the consent of the Holders of a majority in principal amount of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount by Act of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such said Holders delivered to the Issuer Company and the Indenture Trustee, the Company, when authorized by a Board Resolution, and the Trustee may modify or amend this Indenture or enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, (a1) change the due date Stated Maturity of the principal of, or any installment of principal of or interest on on, any Note, or reduce the principal amount thereof or the interest thereon payable upon the redemption thereof, the Interest Rate thereon or redemption price therefor, or change any place Place of payment Payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) , 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 (c2) reduce the percentage in principal amount of the Outstanding Amount of the Notes, the consent of the whose Holders of which is required for any such supplemental indenture, or the consent of the whose Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or (d3) modify or alter any of the provisions of the proviso this Section or Section 4.14, except to the definition of the term "Outstanding"; (e) reduce the increase any such percentage of the Outstanding Amount of the Notes required or to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of provide that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv); (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g) permit the creation of any lien ranking prior to or on a parity with the lien certain other provisions of this Indenture with respect to any part cannot be modified or waived without the consent of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any each Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faiththereby. It shall not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer In addition to any amendment permitted pursuant to Section 9.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of more than 66⅔% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Asset Pool Supplement and any Indenture Supplement, by Act of said Holders delivered to the Issuing Entity, the Collateral Agent and the Indenture Trustee, when authorized by an Issuer Orderthe Issuing Entity, also may, with prior notice to the Rating Agencies and with the consent of the Holders of a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), by Action of such Holders delivered to the Issuer Collateral Agent and the Indenture Trustee, as applicable, upon delivery of an Issuing Entity Tax Opinion, may enter into an indenture or indentures supplemental hereto amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture shallamendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the due scheduled payment date of any installment payment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon change a Scheduled Principal Payment Date or redemption price therefor, or change Legal Maturity Date of any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableNote; (b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the any payment of on any such amount due on the Notes on or after the respective due dates thereofNote; (cd) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the any Series, Class or Tranche of Notes, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture; (de) modify or alter any of the provisions of this Section or Section 6.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the proviso to the definition consent of the term "Outstanding"; (e) reduce the percentage Holder of the each Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.04(c)(iv)Note affected thereby; (f) reduce any percentage required to amend the sections of the Indenture that specify the applicable percentage of Outstanding Amount of the Notes necessary to amend the Indenture; or (g) permit the creation of any lien ranking or other encumbrance on the Collateral of any Asset Pool that secures any Tranche of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes of such Tranche; (g) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; (h) change the method of computing the amount of principal of, or interest on, any Note on any date; or (i) make any other amendment not permitted by Section 9.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Classes or Tranches of Notes, or which modifies the rights of the Holders of Notes of any such Series, Class or Tranche with respect to any part of such covenant or other provision, will be deemed not to affect the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of any other Series, whether theretofore Class or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithTranche. It shall will not be necessary for any Action Act of Noteholders under this Section to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such Action shall approve Act approves the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.