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 each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent of the Holders holders of not less than [66-2/3]% 2/3% of the then Outstanding Balance Principal Amount of the Notes, Notes and by Act 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 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, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holder of all Notes each Outstanding Note affected thereby, (i) change the Stated Maturity of any Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Interest Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) reduce the percentage of the Outstanding Principal Amount of the Notes the consent of whose Noteholders is required for any such supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences, or for any Act of Noteholders; (iii) modify any of the provisions of this Section or Section 6.13 except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein4.02, 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateIndenture.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates each Noteholder and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity copy of any such supplemental indentureindenture entered into pursuant to Section 9.02(a).

Supplemental Indentures with Consent of Noteholders. The Issuer (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Holders of (i) a majority in aggregate principal amount of the Notes of all series that are subject to the subordination provisions contained in Section 15.01 of this Indenture at the time Outstanding, considered as one class and (ii) a majority in aggregate principal amount of the Notes of all series that are not subject to the subordination provisions contained in Section 15.01 of this Indenture Trusteeat the time Outstanding, considered as one class, the Company, when authorized by an Issuer OrderBoard Resolution, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if there shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, but less than all, of such series, then the consent only of the Holders of (i) a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected that are subject to the subordination provisions contained in Section 15.01 of this Indenture, considered as one class and (ii) a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected that are not subject to the subordination provisions contained in Section 15.01 of this Indenture, considered as one class, shall be required; provided further that no such supplemental indenture shall: (1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the interests rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby so affected; or (i2) reduce in any manner the amount of, modify this Section 13.02(a) or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage of Notes Notes, the Holders of which are required to consent to any such supplemental indentureindenture or to reduce the percentage of Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Notes affected therebythereby then Outstanding; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 9.12 and 13.01(a)(7). (ivb) permit Upon the creation request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any lien ranking prior to or on a parity such 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 Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to any part of such covenant or provision, shall be deemed not to affect the Collateral 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. Notes of any other series. (d) It shall not be necessary for any Act the consent of Noteholders the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Issuer Trustee shall mail to give notice in the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice manner provided in Section 16.11 hereof, setting forth in general terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreements), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded EntitiesSubsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, REIT or a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Insurer and the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes of each Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject adversely affect the tax status of the REMICs created by the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Agreement. The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates Notes, the Insurer and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent (evidenced as provided in Article VIII) of the Holders of not less than [66-2/3]% a majority in aggregate principal amount of the Outstanding Balance Notes at the time outstanding, the Company, when authorized by the resolutions of the NotesBoard of Directors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, adversely affect without the interests consent of the Holders of each Note affected thereby (A) (i) extend the fixed maturity of any Note, (ii) reduce the rate or extend the time of payment of interest thereon, (iii) reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, (iv) make any changes that could alter the rights of Holders to waive defaults or Events of Defaults, or to receive payment of the Notes; (v) waive a default in the payment of the principal of a premium or interest on any Note, (vi) make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than cash, (vii) modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, (viii) change the obligation of the Company to repurchase any Note upon the occurrence of a Change in Control in a manner adverse to the Noteholders, (ix) impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 14.6, in a manner adverse to the Holders, without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iiiB) reduce the aforesaid percentages percentage of Notes Notes, the Holders of which are required to consent to any such supplemental indenture. Upon the request of the Company, without accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or an Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of written evidence of the consent of Noteholders as aforesaid, the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity Trustee shall join with the lien Company in the execution of such supplemental indenture, unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Collateral orTrustee may in its discretion, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It but shall not be necessary for any Act of Noteholders obligated to, enter into such supplemental indenture. After an amendment, supplement or waiver under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section10.2 becomes effective, the Issuer Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency affected thereby a notice setting forth in general terms briefly describing the substance of such supplemental indentureamendment, supplement or waiver. Any failure of the Indenture Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. It shall not be necessary for the consent of the Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the consent (evidenced as provided in Section 8.01) of the holders of not less than 66 2/3% in aggregate principal amount of the Notes of all series at the time outstanding affected by a Supplemental Indenture Trustee(voting as one class), the Company, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any Supplemental Indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indentureof each such series; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby Supplemental Indenture shall (i) reduce in extend the fixed maturity of any manner the amount ofNotes, or delay reduce the timing ofprincipal amount thereof (and premium, payments in respect if any) or reduce the rate or extend the time of payment of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indentureinterest thereon, without the consent of the Holders holder of all Notes affected therebyeach Note so affected, or (ivii) permit reduce the creation aforesaid percentage of Notes, the consent of the holders of which is required for any such Supplemental Indenture, or the percentage required for the consent of the holders pursuant to Section 6.13 to waive defaults, without the consent of the holders of each Note so affected. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any lien ranking prior to or on a parity such 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 Company in the execution of such Supplemental Indenture unless such Supplemental Indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Collateral orTrustee may in its discretion, except as otherwise permitted or contemplated hereinbut shall not be obligated to, 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 enter into such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderSupplemental Indenture. It shall not be necessary for any Act the consent of Noteholders the noteholders under this Section to approve the particular form of any proposed supplemental indentureSupplemental Indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture Supplemental Indenture pursuant to the provisions of this Section, the Issuer Company shall mail to give notice thereof in the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice manner provided in Section 1.02, setting forth in general terms the substance of such supplemental indentureSupplemental Indenture to all noteholders of each series so affected. Any failure of the Indenture Trustee Company so to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSupplemental Indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Except as provided in Section 11.01 and this Section 11.02, this Indenture, the Indenture TrusteeSecurity Documents, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of not less than [66-2/3]% at least a majority in aggregate principal amount of the Outstanding Balance Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes), and any existing Default or Event of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture Default or indentures supplemental hereto for the purpose of adding compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture Indenture, the Security Documents or of modifying in any manner the rights Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes under this Indenturevoting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, Notes); provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the each Holder of each Outstanding Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note affected thereby or alter the provisions with respect to the redemption of the Notes (other than provisions relating to (i) the timing for notices that must be given by the Issuer in connection with a redemption of the Notes and (ii) the provisions of Section 4.16; (c) reduce the rate of or change the time for payment of interest, including default interest, on any Note; (d) reduce the Change of Control purchase price of any Note or amend or modify in any manner adverse to the amount Holders of Notes the Issuer’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (e) waive a Default or Event of Default in the payment of principal of, or delay interest or premium, if any, on, the timing of, payments in respect Notes (except a rescission of any Note, (ii) alter the obligations acceleration of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes by the Holders of which are required at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration); (f) make any Note payable in money other than that stated in the Notes; (g) make any change in the provisions of this Indenture relating to consent waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes; (h) waive a redemption payment with respect to any Note (other than a payment required by the provisions of Section 4.16); (i) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (j) in any manner subordinate the Notes or the Note Guarantees in right of payment or in Lien priority, except as permitted by this Indenture, the Note Guarantees and the Security Documents; impair the right of any Holder to receive payment of principal and interest, including Additional Interest, on such supplemental indentureHolder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (k) make any change in the preceding amendment and waiver provisions. In addition, without any amendment to, or waiver of, the provisions of this Indenture, the Notes, the Note Guarantees or any Security Document that (i) has the effect of releasing all or substantially all of the Collateral from the Note Liens shall require the consent of the Holders of all at least 90% in aggregate principal amount of the Notes affected thereby, then outstanding under this Indenture or (ivii) permit releases any Collateral from the creation Note Liens shall require the consent of any lien ranking prior to or on a parity with the lien Holders of this Indenture with respect to any part at least 75% in aggregate principal amount of the Collateral orNotes then outstanding under this Indenture, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureIndenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance Voting Interests of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject (A) affect the Trust to federal income tax as long as an entity that qualifies status of the Issuer as a REIT under FASIT, (B) affect the Code holds directlystatus of the Notes as FASIT regular interests within the meaning of Section 860L(b)(1) of the Code, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities(C) result in an imposition of tax on the Issuer (including, a 100% ownership interest in but not limited to, the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder tax on prohibited transactions under Section 860L(e) of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Code). The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Holders of not less than [66-2/3]% a majority of the Outstanding Balance Amount of the Notes, voting as a single class by Act Action of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to to, or changing in any manner or eliminating any of the provisions of of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby: (i1) reduce in change the due date of any manner the amount of, installment of principal of or delay the timing of, payments in respect of 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; (ii2) alter impair the obligations right to institute suit for the enforcement of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien provisions of this Indenture with respect to any part requiring the application of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall notfunds available therefor, as evidenced by an Opinion of Counselprovided in Article V, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity payment of any such supplemental indenture.amount due on the Notes on or after the respective due dates 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 each Rating Agency and with (a) With the consent (evidenced as provided in Section 8.01) of the Holders holders of not less than [66-2/3]% a majority in aggregate principal amount of the Outstanding Balance Notes of each series affected by such supplemental indenture or indentures at the Notestime Outstanding, by Act of such Holders delivered to the Issuer Company and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the Holders holders of the Notes of such series under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holders of each Note then Outstanding Note and affected thereby thereby: (i1) extend the fixed Maturity of any Notes of any series; (2) reduce in the principal amount thereof; (3) reduce the rate or extend the time of payment of interest thereon; (4) reduce any manner premium payable upon the amount of, or delay the timing of, payments in respect of any Note, redemption thereof or; (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii5) reduce the aforesaid percentages percentage of Notes Notes, the Holders holders of which are required to consent to any such supplemental indenture; (6) modify the right of any holder to receive or xxx for payment of principal, without premium or interest that would be due at the consent Stated Maturity therefor; or (7) expressly subordinate the obligations of any series of the Notes to other indebtedness of the Company. (b) A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of the Notes, or that modifies the rights of the Holders of all the Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture such series with respect to any part of such covenant or other provision, shall be deemed not to affect the Collateral 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthe Notes of any other series. It shall not be necessary for the consent of the Holders of the Notes of any Act of Noteholders series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent of the Holders of representing not less than [66-2/3]% 51% of the then Outstanding Note Balance of the Notes, each Class of Notes and by Act of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by an Issuer Order, 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder Noteholder of each Outstanding Note affected thereby thereby: (i) reduce in change the Stated Maturity of any manner Note or the amount of, of principal payments or delay the timing of, interest payments in due or to become due on any Payment Date with respect of to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) alter reduce the obligations required percentage of the Servicer Outstanding Note Balance that must be represented by voting on whether to make an Advance enter into any supplemental indenture or alter the servicing standards set forth in the Sale to waive of compliance with certain provisions of this Indenture or Events of Default and Servicing Agreement or the Servicing Agreement, their consequences; (iii) reduce modify any of the aforesaid percentages provisions of Notes the Holders this Section 9.02 or Section 6.13 hereof except to increase any percentage of which are Noteholders required for any modification or waiver or to consent to any such supplemental indenture, provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of all Notes each Outstanding Note affected thereby, or ; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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; provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture [and 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 shall have provided prior written notice of such supplemental indenture to the Rating Agencies; provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject no supplemental indenture may modify Section 3.04 in a manner that would materially and adversely affect the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder interests of the Ownership Certificate that Owner Trustee without the Holder prior consent of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateOwner Trustee.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental 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 each Rating Agency and with (a) With the consent of the Holders holders of not less than [66-2/3]% 2/3% of the then Outstanding Balance Principal Amount of the Notes, Notes and by Act of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by a Trust Order, and the 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 Noteholders under this 76 79 Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holder of all Notes each Outstanding Note affected thereby: (i) change the Stated Maturity of any Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Interest Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) reduce the percentage of the Outstanding Principal Amount of the Notes the consent of whose Noteholders is required for any such supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences, or for any Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein4.02, 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateIndenture.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates each Noteholder and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity copy of any such supplemental indentureindenture entered into pursuant to Section 9.02(a).

Supplemental Indentures with Consent of Noteholders. The With the consent of (x) each Holder of each Outstanding Note of each Class materially adversely affected thereby and a Majority-in-Interest of Preferred Shareholders (if the Preferred Shareholders are materially adversely affected thereby), by Act of said Noteholders or by written consent of the Preferred Shareholders (which consent shall be evidenced by an Officer’s certificate of the Issuer certifying that such consent has been obtained) delivered to the Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency Co-Issuers and with (y) the consent of the Holders of not less than [66Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-2/3]% Issuers), the Trustee and the Co-Issuers may, subject to the requirement provided below in this Section 8.2 with respect to the ratings of the Outstanding Balance of the Notes, by Act of such Holders delivered Notes and subject to the Issuer and the Indenture TrusteeSection 8.3, enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Class, the Preferred Shares or the Hedge Counterparty, as the case may be, under this Indenture; provided, howeverthat notwithstanding anything in this Indenture to the contrary, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall be entered into without the consent of the (i) each Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Noteeach Class, (ii) alter the obligations each Preferred Shareholder (which consent shall be evidenced by an Officer’s certificate of the Servicer to make an Advance or alter the servicing standards set forth in the Sale Issuer certifying that such consent has been obtained) and Servicing Agreement or the Servicing Agreement, (iii) the Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-Issuers), if such supplemental indenture proposes to: (a) change the Stated Maturity of the principal of or the due date of any installment of interest on any Note, reduce the aforesaid percentages principal amount thereof or the Note Interest Rate thereon, or the Redemption Price with respect thereto, change the earliest date on which the Co-Issuers may redeem any Note, change the provisions of this Indenture relating to the application of proceeds of any Collateral to the payment of principal of or interest on the Notes, change any place where, or the coin or currency in which, any Note or the principal thereof or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required for the Holders authorization of which are required to consent to any such supplemental indenture, without indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture; (c) impair or adversely affect the consent of the Holders of all Notes affected thereby, or Collateral except as otherwise expressly permitted in this Indenture; (ivd) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the such lien of this Indenture on any property at any time subject hereto (other than in connection with the sale thereof in accordance with this Indenture) or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion Indenture; (e) reduce the percentage of Counsel, subject the Trust Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, request that the Trustee preserve the Collateral or rescind the Trustee’s election to preserve the Collateral pursuant to Section 5.5 or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5; (f) modify any of the provisions of this Section 8.2, except to increase any such percentage or to provide that certain other provisions of this Indenture Trustee receives an Officer's Certificate from cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) modify the Ownership Certificate definition of the term “Outstanding,” Section 11.1 or Section 13.1; (h) change the permitted minimum denominations of any Class of Notes; or (i) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest on or principal of any Note or the rights of the Holders of Notes to the benefit of any provisions for the redemption of such Notes contained herein. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. Not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of the Co-Issuers, shall mail to the Noteholders, the Hedge Counterparty, the Collateral Manager, the Preferred Share Paying Agent and each Rating Agency a copy of such proposed supplemental indenture (or a description of the substance thereof) and shall request that the Rating Condition with respect to such supplemental indenture be satisfied. If any Class of Notes is then rated by any Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the Rating Condition would not be satisfied with respect to such supplemental indenture, unless each Holder of Notes of each Class whose rating will be reduced or withdrawn has, after notice that the Ownership Certificate either qualifies proposed supplemental indenture would result in such reduction or withdrawal of the rating of the Class of Notes held by such Holder, consented to such supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a REITresult of such supplemental indenture, the interests of any Holder, Preferred Shareholder or Hedge Counterparty would be materially adversely affected thereby. Unless notified by a Majority of any Class of Notes, a Qualified REIT Subsidiary Majority-in-Interest of Preferred Shareholders or a Disregarded Entity under the Code Hedge Counterparty that such Class of Notes, the Preferred Shares or the Hedge Counterparty, as the case may be, will be materially adversely affected, the Trustee may, consistent with the written advice of counsel, determine whether or not such Class of Notes, the Preferred Shares or the Hedge Counterparty would be materially adversely affected by such change (after giving notice of such change to each Noteholder, Preferred Shareholder and the Holder of Hedge Counterparty). Such determination shall be conclusive and binding on all present and future Holders, Preferred Shareholders and the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Hedge Counterparty. The Indenture Trustee shall not be entitled to conclusively rely on liable for any such determination made in good faith and in reliance in good faith upon an Opinion of Counsel delivered to the Trustee as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed in Section 8.3. It shall not be necessary for any Act of Noteholders or any consent of Preferred Shareholders or Hedge Counterparty under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. Promptly after the execution by the Issuer Co-Issuers and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 8.2, the Issuer Trustee, at the expense of the Co-Issuers, shall mail to the Holders Noteholders, the Hedge Counterparty, the Preferred Share Paying Agent (for forwarding to the Preferred Shareholders), the Collateral Manager, the Irish Stock Exchange (in the case of any Class of Notes listed on the Irish Stock Exchange) and the Channel Islands Stock Exchange (in the case of any Preferred Shares and Combination Notes to which such amendment or supplemental indenture relates listed on the Channel Islands Stock Exchange) and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenturecopy thereof. Any failure of the Indenture Trustee to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. In addition, promptly following the execution of any supplemental indenture or other modification pursuant to this Section 8.2, the Issuer shall deliver a copy of such supplemental indenture or other modification to the Repository for posting on the Repository in the manner described in Section 10.11.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of each Insurer and the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes of each Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as cause an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Adverse REMIC Event. The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates Notes, the Insurers and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent of the Holders of representing not less than [66-2/3]% 51% of the then Outstanding Note Balance of the Notes, each Class of Notes and by Act of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by an Issuer Order, 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder Noteholder of each Outstanding Note affected thereby thereby: (i) reduce in change the Stated Maturity of any manner Note or the amount of, of principal payments or delay the timing of, interest payments in due or to become due on any Payment Date with respect of to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) alter reduce the obligations required percentage of the Servicer Outstanding Note Balance that must be represented by voting on whether to make an Advance enter into any supplemental indenture or alter the servicing standards set forth in the Sale to waive of compliance with certain provisions of this Indenture or Events of Default and Servicing Agreement or the Servicing Agreement, their consequences; (iii) reduce modify any of the aforesaid percentages provisions of Notes the Holders this Section 9.02 or Section 6.13 hereof except to increase any percentage of which are Noteholders required for any modification or waiver or to consent to any such supplemental indenture, provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of all Notes each Outstanding Note affected thereby, or ; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate or contemplated herein, terminate the lien of this Indenture KL2 2817472.7 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; provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture [and 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 shall have provided prior written notice of such supplemental indenture to the Rating Agency; provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject no supplemental indenture may modify Section 3.04 in a manner that would materially and adversely affect the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder interests of the Ownership Certificate that Owner Trustee without the Holder prior consent of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateOwner Trustee.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. The With the consent of (v) each Holder of each Outstanding Note of each Class materially adversely affected thereby and a Majority-in-Interest of Preferred Shareholders (if the Preferred Shareholders are materially adversely affected thereby), by Act of said Noteholders or by written consent of the Preferred Shareholders (which consent shall be evidenced by an Officer’s certificate of the Issuer certifying that such consent has been obtained) delivered to the Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency Co-Issuers and with (w) the consent of the Holders of not less than [66Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-2/3]% Issuers), the Trustee and the Co-Issuers may, subject to the requirement provided below in this Section 8.2 with respect to the ratings of the Outstanding Balance of the Notes, by Act of such Holders delivered Notes and subject to the Issuer and the Indenture TrusteeSection 8.3, enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Class, the Preferred Shares or the Hedge Counterparty, as the case may be, under this Indenture; provided, howeverthat notwithstanding anything in this Indenture to the contrary, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall be entered into without the consent of the (i) each Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Noteeach Class, (ii) alter the obligations each Preferred Shareholder (which consent shall be evidenced by an Officer’s certificate of the Servicer to make an Advance or alter the servicing standards set forth in the Sale Issuer certifying that such consent has been obtained) and Servicing Agreement or the Servicing Agreement, (iii) the Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-Issuers), if such supplemental indenture proposes to: (a) change the Stated Maturity of the principal of or the due date of any installment of interest or the Commitment Fee on any Note, reduce the aforesaid percentages principal amount thereof or the Note Interest Rate or the Commitment Fee Rate thereon, or the Redemption Price with respect thereto, change the earliest date on which the Co-Issuers may redeem any Note, change the provisions of this Indenture relating to the application of proceeds of any Collateral to the payment of principal of or interest or the Commitment Fee on the Notes, change any place where, or the coin or currency in which, any Note or the principal thereof or interest or the Commitment Fee thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required for the Holders authorization of which are required to consent to any such supplemental indenture, without indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture; (c) impair or adversely affect the consent of the Holders of all Notes affected thereby, or Collateral except as otherwise expressly permitted in this Indenture; (ivd) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the such lien of this Indenture on any property at any time subject hereto (other than in connection with the sale thereof in accordance with this Indenture) or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion Indenture; (e) reduce the percentage of Counsel, subject the Trust Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, request that the Trustee preserve the Collateral or rescind the Trustee’s election to preserve the Collateral pursuant to Section 5.5 or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5; (f) modify any of the provisions of this Section 8.2, except to increase any such percentage or to provide that certain other provisions of this Indenture Trustee receives an Officer's Certificate from cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) modify the Ownership Certificate definition of the term “Outstanding,” Section 11.1 or Section 13.1; (h) change the permitted minimum denominations of any Class of Notes; or (i) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or the Commitment Fee on or principal of any Note or the rights of the Holders of Notes to the benefit of any provisions for the redemption of such Notes contained herein. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. Not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of the Co-Issuers, shall mail to the Noteholders, the Hedge Counterparty, the Collateral Manager, the Preferred Share Paying Agent and each Rating Agency a copy of such proposed supplemental indenture (or a description of the substance thereof) and shall request that the Rating Condition with respect to such supplemental indenture be satisfied. If any Class of Notes is then rated by any Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the Rating Condition would not be satisfied with respect to such supplemental indenture, unless each Holder of Notes of each Class whose rating will be reduced or withdrawn has, after notice that the Ownership Certificate either qualifies proposed supplemental indenture would result in such reduction or withdrawal of the rating of the Class of Notes held by such Holder, consented to such supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a REITresult of such supplemental indenture, the interests of any Holder, Preferred Shareholder or Hedge Counterparty would be materially adversely affected thereby. Unless notified by a Majority of any Class of Notes, a Qualified REIT Subsidiary Majority-in-Interest of Preferred Shareholders or a Disregarded Entity under the Code Hedge Counterparty that such Class of Notes, the Preferred Shares or the Hedge Counterparty, as the case may be, will be materially adversely affected, the Trustee may, consistent with the written advice of counsel, determine whether or not such Class of Notes, the Preferred Shares or the Hedge Counterparty would be materially adversely affected by such change (after giving notice of such change to each Noteholder, Preferred Shareholder and the Holder of Hedge Counterparty). Such determination shall be conclusive and binding on all present and future Holders, Preferred Shareholders and the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Hedge Counterparty. The Indenture Trustee shall not be entitled to conclusively rely on liable for any such determination made in good faith and in reliance in good faith upon an Opinion of Counsel delivered to the Trustee as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed in Section 8.3. It shall not be necessary for any Act of Noteholders or any consent of Preferred Shareholders or Hedge Counterparty under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. Promptly after the execution by the Issuer Co-Issuers and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 8.2, the Issuer Trustee, at the expense of the Co-Issuers, shall mail to the Holders Noteholders, the Hedge Counterparty, the Preferred Share Paying Agent (for forwarding to the Preferred Shareholders), the Collateral Manager, the Irish Stock Exchange (in the case of any Class of Notes listed on the Notes to which such amendment or supplemental indenture relates Irish Stock Exchange) and the Channel Islands Stock Exchange (in the case of any Preferred Shares listed on the Channel Islands Stock Exchange) and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenturecopy thereof. Any failure of the Indenture Trustee to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. In addition, promptly following the execution of any supplemental indenture or other modification pursuant to this Section 8.2, the Issuer shall deliver a copy of such supplemental indenture or other modification to the Repository for posting on the Repository in the manner described in Section 10.11.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of Required Noteholders and, if the Outstanding Balance of Certificateholders’ rights and/or obligations are materially and adversely affected thereby, the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Required Certificateholders enter into an one or more indenture supplements or indentures supplemental amendments 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 supplement or amendment shall, adversely affect without the interests consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby (iand in the case of clause (iii) below, the consent of each Secured Party): 1. change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Indenture relating to the application of payments on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or delay interest on, the timing ofNotes, payments in respect or change any place of any Notepayment where, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreementcoin or currency in which, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of or the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.thereon is payable;

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Insurer and the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject result in an imposition of tax on the Trust to federal income Issuer (including, but not limited to, the tax as long as an entity that qualifies as a REIT on prohibited transactions under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder Section 860L(e) of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Code). The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (iii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iiiii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iiiiv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (ivv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entitiesentities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a single REIT, a one or more Qualified REIT Subsidiary Subsidiaries of a single REIT or one or more entities that are disregarded for federal income tax purposes that are wholly owned by a Disregarded Entity single REIT or one or more Qualified REIT Subsidiaries of a single REIT under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Issuing Entity shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 66 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which which. are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded EntitiesSubsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, REIT or a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which which. are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded EntitiesSubsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, REIT or a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent of the Holders of not less than [66-2/3]% a majority in principal amount of the Outstanding Balance of the Notes, by Act 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 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, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (i1) reduce in any manner change the amount Stated Maturity of the principal of, or delay the timing ofany installment of interest on, payments in respect of any Note, or reduce the principal amount thereof or the interest thereon or change any Place of Payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth or, in the Sale and Servicing Agreement case of an Offer to Purchase which has been made, on or after the Servicing AgreementChange of Control Purchase Date), or (iii2) reduce the aforesaid percentages percentage in principal amount of Notes the Outstanding Notes, the consent of whose Holders of which are is required to consent to for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture, or (3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 10.21, except to increase any such percentage of Holders whose consent is required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders Holder of all Notes each Outstanding Note affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after The Company may, but shall not be obligated to, fix a record date for the execution by purpose of determining the Issuer and the Indenture Trustee of Persons entitled to consent to any indenture supplemental indenture pursuant to this Sectionhereto. If a record date is fixed, the Issuer Holders on such record date, or their duly designated proxies, and only such Persons, shall mail be entitled to the Holders of the Notes consent to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure , whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the Indenture Trustee requisite percentage having been obtained prior to mail the date which is 90 days after such noticerecord date, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureconsent previously given shall automatically and without further action by and Holder be cancelled and of no further effect.

Supplemental Indentures with Consent of Noteholders. The Issuer (a) Without limiting the provisions of Section 7.1, the Company and the Indenture Trustee, when authorized by an Issuer Order, also Trustee may, with prior notice from time to each Rating Agency time and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trusteeat any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture Indenture, the Series II Notes, Series III Notes, or any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes, as they relate to the Series II Notes under this Indentureor Series III Notes, as applicable, with the affirmative vote, at an Extraordinary Meeting of Holders or an adjourned Extraordinary Meeting duly convened at which a quorum is present as provided in Section 6.6, of a majority in aggregate principal amount of the Series II Notes or the Series III Notes, as applicable, then Outstanding; provided, however, provided that no such supplemental indenture shall, adversely affect without the interests unanimous consent of the Noteholders Holders of the Outstanding Series II Notes or Series III Notes, (i) extend the due date for the payment of principal of or any installment of interest on any such Note, (ii) reduce the principal amount of, the portion of such principal amount which is payable upon acceleration of the maturity of, the rate of interest on or the premium payable upon redemption of any such Note, (iii) reduce the obligation of the Company to pay Additional Amounts on any such Note, (iv) change the specified currency in which or the required places at which any such Note or the premium or interest thereon is payable following its issuance, (v) reduce the percentage of aggregate principal amount of such Series II Notes or Series III Notes, as applicable, necessary to modify, amend or supplement this Indenture or such Series II Notes or Series III Notes, or for waiver of compliance with certain provisions thereof or for waiver of certain defaults, (vi) reduce the percentage of aggregate principal amount of Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of Holders of such Notes at which a resolution is adopted, or (vii) modify any of the provisions of this Section 7.2 or Section 4.10, except to increase any such percentage 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 (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent of the Holders of not less than [Noteholders representing at least 66-2/3]% 2/3% of the Outstanding Adjusted Note Balance of the Notes, each Class of Notes then Outstanding and by Act 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 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, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders Noteholder of all Notes each Outstanding Note affected thereby, (i) change the Stated Maturity or Payment Date of any Note or the amount of principal payments or interest payments due or to become due on any Payment 77 KL2 3337076.6 (ii) reduce the percentage of the Outstanding Note Balance or Adjusted Note Balance, the consent of the Noteholders of which is required for any supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences; (iii) 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”; or (v) 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 Collateral or, except as otherwise permitted Trust Estate 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; provided, no such supplemental indenture may modify or change any terms whatsoever of this Indenture [and provided, further, that such action shall not, could be construed as evidenced by an Opinion of Counsel, subject increasing the Trust to federal income tax as long as an entity that qualifies as a REIT under Issuer’s or the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateServicer’s discretion hereunder.] (b) The Indenture Trustee shall be entitled promptly deliver, at least five Business Days prior to conclusively rely on an Opinion of Counsel as the effectiveness thereof to whether or not any Notes would be affected by any supplemental indenture each Noteholder and any such determination shall be conclusive upon the Holders of all Noteseach Rating Agency, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental 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 each the Rating Agency Agencies, and with the consent of of: (x) the Holders of not less than [66-2/3]% Group I] Controlling Parties holding a majority of the Outstanding Balance Amount of the related Classes of [Group I] Notes, (unless any such proposed amendment does not affect the [Group I] Student Loans or the [Group I] Notes as evidenced by Act an Opinion of Counsel of the Depositor regarding the lack of changes to any legal rights and remedies of the [Group I] Noteholders, and a confirmation from each Rating Agency that such Holders delivered amendment will not result in the downgrading of the then current ratings of any of the [Group I] Notes), and (y) the [Group II] Controlling Parties holding a majority of the Outstanding Amount of the related Classes of [Group II] Notes (unless any such proposed amendment does not affect the [Group II] Student Loans or the [Group II] Notes as evidenced by an Opinion of Counsel of the Depositor regarding the lack of changes to any legal rights and remedies of the Issuer [Group II] Noteholders, and a confirmation from each Rating Agency that such amendment will not result in the Indenture Trusteedowngrading of the then current ratings of any of the [Group II] Notes), 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 [Group I] or [Group II] Notes, as applicable, under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holder of each Outstanding Note affected thereby thereby: (i) change the date of payment of any installment of principal of or interest on any Class of Notes, or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or delay interest on the timing ofapplicable Notes, payments or change any place of payment where, or the coin or currency in respect which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any Notesuch amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) alter reduce the obligations percentage of the Servicer to make an Advance or alter Outstanding Amount of the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreementrelated Group of Notes, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all the related Group of Notes of which is required for any such supplemental indenture, or the consent of the Holders of the related Group of 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; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the related Group of Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the 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 (ivincluding the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral 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 Indenture; or (viii) or change the definition of [and providedGroup I] Controlling Noteholders, further[Group II] Controlling Noteholders, that such action shall not[Group I] Controlling Parties or [Group II] Controlling Parties, as evidenced by an Opinion the case may be. Notwithstanding anything to the contrary contained in this Indenture, such rights of Counsel, subject the Trust consent granted to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of the Notes contained in clauses (i) through (viii) of this proviso shall not be exercisable by the [Group I] Controlling Noteholders on behalf of all Notes, whether theretofore of the [Group I] Noteholders or thereafter authenticated and delivered hereunderby the [Group II] Controlling Noteholders on behalf of all of the [Group II] Noteholders. It shall not be necessary for any 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 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 Issuer Indenture Trustee shall mail to the Note Registrar (if it is not also the Indenture Trustee), the Paying Agent (if it is not also the Indenture Trustee) and to the Holders of the related group of Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent of the Holders of representing not less than [66-2/3]% 51% of the then Outstanding Note Balance of the Notes, each Class of Notes and by Act of such Holders said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by an Issuer Order, 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder Noteholder of each Outstanding Note affected thereby thereby: (i) reduce in change the Stated Maturity of any manner Note or the amount of, of principal payments or delay the timing of, interest payments in due or to become due on any Payment Date with respect of to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) alter reduce the obligations required percentage of the Servicer Outstanding Note Balance that must be represented by voting on whether to make an Advance enter into any supplemental indenture or alter the servicing standards set forth in the Sale to waive of compliance with certain provisions of this Indenture or Events of Default and Servicing Agreement or the Servicing Agreement, their consequences; (iii) reduce modify any of the aforesaid percentages provisions of Notes the Holders this Section 9.02 or Section 6.13 hereof except to increase any percentage of which are Noteholders required for any modification or waiver or to consent to any such supplemental indenture, provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders of all Notes each Outstanding Note affected thereby, or ; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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; provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture [and 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 shall have provided prior written notice of such supplemental indenture to the Rating Agencies; provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject no supplemental indenture may modify Section 3.04 in a manner that would materially and adversely affect the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder interests of the Ownership Certificate that Owner Trustee without the Holder prior consent of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateOwner Trustee.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indentureSection 9.02(a) hereof. 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.KL2 2868730.8

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of Noteholders representing not less than [66-2/3]% 66 2/3% of the Outstanding Balance of the Notesthen-outstanding Notes by aggregate Class Principal Amount, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected, adversely affect the interests of the such Noteholders without the consent of the Holder of each Outstanding Note affected thereby by (i) reduce reducing in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter altering the obligations of the Servicer or the Master Servicer to make an Advance or alter altering the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce reducing the aforesaid percentages of Notes the Holders Noteholders of which are required to consent to any such supplemental indenture, without the consent of the Holders Noteholders of all Notes affected thereby, thereby or (iv) permit permitting the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Fund or, except as otherwise permitted or contemplated herein, terminate terminating the lien of this Indenture on any property at any time subject hereto or deprive the Holder of depriving any Note Noteholder of the security provided by the lien of this Indenture [and Indenture; provided, further, that no such action supplemental indenture shall not, as evidenced by be entered into unless the Indenture Trustee shall have received an Opinion of Counsel, subject Counsel acceptable to the holder of the Certificate stating that such supplemental indenture (i) will not cause the Trust to be subject to United States federal income tax at the entity level and (ii) will not cause the Notes, other than any Retained Notes, to lose their status as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] debt for United States federal income tax purposes. The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section for any Noteholders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall the Noteholders approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates relates, and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Section 9.01) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent resolution of the Holders Board of not less than [66-2/3]% of the Outstanding Balance of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such -------- ------- supplemental indenture shallshall (i) extend the fixed maturity of any Note, adversely or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof, or impair or affect the interests right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided for in the form of Note hereinabove set forth or modify the provisions of this Indenture with respect to the subordination of the Noteholders Notes in a manner adverse to the Noteholders, or impair the right to convert the Notes into Common Stock or to require the Company to repurchase the Notes upon the occurrence of a Change of Control, subject to the terms set forth herein, without the consent of the Holder holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage of Notes Notes, the Holders holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holders of all Notes affected therebythen outstanding. Upon the request of the Company, accompanied by a copy of the resolution of the Board of Directors certified by its Clerk or (iv) permit an Assistant Clerk authorizing the creation execution of any lien ranking prior to or on a parity such 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 Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Collateral orTrustee may in its discretion, except as otherwise permitted or contemplated hereinbut shall not be obligated to, 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 enter into such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 11.02, the Issuer Company shall mail to give notice in the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice manner provided in Section 16.10, setting forth in general terms the substance of such supplemental indenture, to all holders of Notes. Any failure of the Indenture Trustee Company so to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Article IX) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent resolutions of the Holders Board of not less than [66-2/3]% of the Outstanding Balance of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, adversely affect or reduce the interests rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption thereof, or impair the right of any Noteholder to institute suit for the payment thereof, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders in any material respect, or change the obligation of the Company to redeem any Note upon the happening of a Fundamental Change in a manner adverse to the holder of Notes, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, without the consent of the Holder holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage of Notes Notes, the Holders holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holders of all Notes affected therebythen outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or (iv) permit Assistant Secretary authorizing the creation execution of any lien ranking prior to or on a parity such 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 Company in 66 the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Collateral orTrustee may in is discretion, except as otherwise permitted or contemplated hereinbut shall not be obligated to, 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 enter into such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent of the Holders of not less than [66-2/3]% 2/3% in aggregate principal amount of the Outstanding Balance Notes of the NotesControlling Class, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer and the 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 Holders of each Outstanding Note affected thereby: (1) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the Note Rate or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or (2) reduce the percentage in principal amount 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 Events of Default or their consequences; or (3) impair or adversely affect the interests Trust Estate except as otherwise permitted herein; or (4) modify or alter the provisions of the Noteholders proviso to the definition of the term "Outstanding"; or (5) modify any of the provisions of this Section 9.02, except to increase the percentage of Holders of the Outstanding Notes 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 Holder of each Outstanding Note affected thereby thereby; or (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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 [and providedIndenture; or (7) modify any of Sections 6.01(l) or (2), further6.02, that such action shall not6.03, as evidenced by an Opinion of Counsel6.08, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly6.18, 12.02(d), 12.02(e) or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder12.02(f) hereof. 54 It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure Notwithstanding anything to the contrary herein, no supplemental Indenture relating to changing the Notes into notes in bearer form shall be effective until an Opinion of Counsel from a nationally recognized law firm has been delivered to the Trustee to the effect that such supplemental Indenture will not subject the Issuer or the Holders of the Indenture Trustee Notes to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureadditional taxes under U.S. federal law.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each the Rating Agency Agencies, and with the consent of of: (x) the Holders of not less than [66-2/3]% Group I Controlling Parties holding a majority of the Outstanding Balance Amount of the related Classes of Group I Notes, (unless any such proposed amendment does not affect the Group I Student Loans or the Group I Notes as evidenced by Act an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such Holders delivered amendment will not result in the downgrading of the then current ratings of any of the Group I Notes), and (y) the Securities Insurer, provided that unless the Class II-A-1 Notes and Class II-A-2 Notes remain outstanding and no Securities Insurer Default shall have occurred and is continuing, then by the Group II Controlling Noteholders holding a majority of the Outstanding Amount of the related Classes of Group II Notes (unless any such proposed amendment does not affect the Group II Student Loans or the Group II Notes or the Securities Insurer as evidenced by an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in the downgrading of the then current ratings of any of the Group II Notes (without regard to the Issuer and Group II Insured Notes Guaranty Insurance Policy with respect to the Indenture TrusteeGroup II Insured Notes), 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 holders of the Notes Group I or Group II Notes, as applicable, under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holder of each Outstanding Note affected thereby thereby: (i) change the date of payment of any installment of principal of or interest (including any unpaid Noteholders’ Interest Index Carryover on each Class of Notes other than the Class II-A-IO Notes) on any Class of Notes and the interest on the Class II-A-IO Notes, or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of payments received from the Cap Provider with respect to the Basis Risk Cap Agreements, collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or delay interest (including any unpaid Noteholders’ Interest Index Carryover on each Class of Notes other than the timing ofClass II-A-IO Notes) on the applicable Notes, payments or change any place of payment where, or the coin or currency in respect which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any Notesuch amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) alter reduce the obligations percentage of the Servicer to make an Advance or alter Outstanding Amount of the servicing standards set forth in related Group of Notes, the Sale and Servicing Agreement or consent of the Servicing Agreement, (iii) reduce holders of the aforesaid percentages related Group of Notes the Holders of which are is required to consent to for any such supplemental indenture, or the consent of the holders of the related Group of 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; (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (iv) reduce the percentage of the Outstanding Amount of the related Group of Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holders holder of all Notes 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 (including any related Noteholders’ Interest Index Carryover) or principal due on any applicable Note on any Distribution Date (ivincluding the calculation of any of the individual components of such calculation) or to affect the rights of the holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral 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 [and providedIndenture; or (viii) or change the definition of Group I Controlling Noteholders, furtherGroup II Controlling Noteholders, that such action shall notGroup I Controlling Parties or Group II Controlling Parties, as evidenced by an Opinion the case may be. Notwithstanding anything to the contrary contained in this Indenture, such rights of Counsel, subject consent granted to the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder holders of the Ownership Certificate that Notes contained in clauses (i) through (viii) of this proviso shall not be exercisable by the Holder Group I Controlling Noteholders on behalf of all of the Ownership Certificate either qualifies as a REITGroup I Noteholders or by the Securities Insurer on behalf of all of the Group II Noteholders or, a Qualified REIT Subsidiary if the Class II-A-1 Notes and the Class II-A-2 Notes are no longer outstanding or a Disregarded Entity under Securities Insurer Default shall have occurred and is continuing, by the Code and the Holder Group II Controlling Noteholders on behalf of all of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderGroup II Noteholders. It shall not be necessary for any 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 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 Issuer Indenture Trustee shall mail to the Holders Securities Insurer, the Swap Counterparty and to the holders of the related group of Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent (evidenced as provided in Article 6 of the Holders of not less than [66-2/3]% a Majority in aggregate principal amount of the Outstanding Balance of Notes at the Notestime Outstanding, by Act of such Holders delivered to the Issuer Issuer, the Guarantor and the Indenture TrusteeTrustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture with respect to the Notes or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, provided that no such supplemental indenture shallmodification or amendment may, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (i) change the Stated Maturity of the Notes; (ii) reduce the principal amount of or payments of interest on any Notes; (iii) change any obligation of the Issuer or the Guarantor to pay Additional Amounts with respect to Notes; (iv) change the currency or place of payment of the principal of or interest on the Notes; (v) impair the right to institute suit for the enforcement of any payment due on or with respect to the Notes; (vi) reduce the above stated percentage of outstanding Notes necessary to modify or amend this Indenture; (vii) reduce the percentage of the aggregate principal amount of outstanding Notes necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain Defaults; (viii) change, in any manner adverse to the amount ofinterest of holders of the Notes, or delay the timing of, payments terms and provisions of the Guarantee in respect of the due and punctual payment of principal of and interest on the Notes; or (ix) modify any Note, (ii) alter the obligations of the Servicer provisions of this Section 7.02, Section 4.11 or Section 3.11, except to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to increase any such supplemental indenture, percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holders Holder of all Notes each Note affected thereby, or (iv) permit . It is not necessary for Noteholders to approve the creation particular form of any lien ranking prior to proposed amendment, supplement or on a parity with waiver, but is sufficient if their consent approves the lien of this Indenture with respect to any part substance thereof. Upon the request of the Collateral orIssuer and the Guarantor, 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 accompanied by a copy of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders filing with the Trustee of all Notesevidence of the consent of Noteholders and other documents, whether theretofore or thereafter authenticated if any, required by Sections 6.01 and delivered hereunder7.04, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Guarantor and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer at its expense shall mail a notice thereof by first-class mail to the Holders of Noteholders at their address as they shall appear on the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice Register, 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 each Rating Agency and with (a) With the consent of the Holders holders of not less than [66-2/3]% 2/3% of the then Outstanding Balance Principal Amount of the Notes, Notes and by Act of such Holders said Noteholders delivered to the Issuer Trust and the Indenture Trustee, the Trust, by a Trust Order, and the 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holder of all Notes each Outstanding Note affected thereby, (i) change the Stated Maturity of any Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Interest Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Maturity thereof; (ii) reduce the percentage of the Outstanding Principal Amount of the Notes the consent of whose Noteholders is required for any such supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences, or for any Act of Noteholders; (iii) modify any of the provisions of this Section or Section 6.13 except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or (v) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein4.02, 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership CertificateIndenture.] (b) The Indenture Trustee shall be entitled promptly deliver to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates each Noteholder and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity copy of any such supplemental indentureindenture entered into pursuant to Section 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 each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance Voting Interests of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an a Monthly Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] tax. The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail or shall cause to be mailed to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent (evidenced as provided in Section 1.05) of the Holders of not less than [66-2/3]% a majority in aggregate principal amount of the Outstanding Balance of the Notes, the Company, when authorized by Act a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such Holders delivered action may be determined in accordance with or pursuant to the Issuer a Company Order), and the Indenture TrusteeTrustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; Notes; provided, however, that no such supplemental indenture shallshall (i) extend the final maturity of any then issued Note, adversely or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon or Additional Amounts payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof or impair or affect the interests right of any Noteholder to institute suit for the Noteholders payment thereof, in each case without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage in principal amount of Notes then issued Notes, the consent of the Holders of which are is required to consent to for any such supplemental indenture, without the consent of the Holders of all Notes each Note so affected. Notwithstanding anything to the contrary in this Section 9.02(a), no supplemental indenture may, without the consent of each Holder of an affected therebyNote and the BMA, change the stated maturity of, the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any of the Notes. (ivb) permit Upon the creation request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any lien ranking prior to or on a parity such supplemental indenture, and upon the filing with the lien Trustee of this Indenture with respect to any part evidence of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien consent of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesthe Notes as aforesaid and other documents, whether theretofore if any, required by Section 1.05, and the documents required by Section 9.04, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or thereafter authenticated and delivered hereunder. immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for any Act 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 Act consent shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionArticle, the Issuer Company shall mail give notice thereof to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency by mailing a notice setting forth in general terms thereof by first-class mail to such Holders at their addresses as they shall appear on the substance of such supplemental indentureRegister. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent of the Holders of not less than [66-2/3]% 2/3% in principal amount of the Outstanding Balance of the Notes, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer and the 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 Holders of each Outstanding Note affected thereby: (1) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the Note Interest Rate or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or (2) reduce the percentage in principal amount 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 Events of Default or their consequences; or (3) impair or adversely affect the interests Trust Estate except as otherwise permitted herein; or (4) modify or alter the provisions of the Noteholders proviso to the definition of the term "Outstanding"; or (5) modify any of the provisions of this Section 9.02, except to increase the percentage of Holders of the Outstanding Notes required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified -50- 56 or waived without the consent of the Holder of each Outstanding Note affected thereby thereby; or (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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 [and providedIndenture; or (7) modify any of Sections 6.01(l) or (2), further6.02, that such action shall not6.03, as evidenced by an Opinion of Counsel6.08, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly6.18, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder12.02(d) hereof. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency the Placement Agents a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each the Rating Agency Agencies, and with the consent of of: (x) the Holders of not less than [66-2/3]% Group I Controlling Parties holding a majority of the Outstanding Balance Amount of the related Classes of Group I Notes, (unless any such proposed amendment does not affect the Group I Student Loans or the Group I Notes as evidenced by Act an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such Holders delivered amendment will not result in the downgrading of the then current ratings of any of the Group I Notes), and (y) the Securities Insurer, provided that no Securities Insurer Default shall have occurred and is continuing, then by the Group II Controlling Noteholders holding a majority of the Outstanding Amount of the related Classes of Group II Notes (unless any such proposed amendment does not affect the Group II Student Loans or the Group II Notes or the Securities Insurer as evidenced by an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in the downgrading of the then current ratings of any of the Group II Notes (without regard to the Issuer and the Indenture TrusteeGroup II Notes Guaranty Insurance Policy), 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 holders of the Notes Group I or Group II Notes, as applicable, under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holder of each Outstanding Note affected thereby thereby: (i) reduce in change the date of payment of any manner the amount of, installment of principal of or delay the timing of, payments in respect of interest (including any unpaid Noteholders' Interest Index Carryover) on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of payments received from the Cap Provider with respect to the Cap Agreement, collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest (including any unpaid Noteholders' Interest Index 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, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) alter reduce the obligations percentage of the Servicer to make an Advance or alter Outstanding Amount of the servicing standards set forth in related Group of Notes, the Sale and Servicing Agreement or consent of the Servicing Agreement, (iii) reduce holders of the aforesaid percentages related Group of Notes the Holders of which are is required to consent to for any such supplemental indenture, or the consent of the holders of the related Group of 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; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the related Group of Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holders holder of all Notes 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 (including any Noteholders' Interest Index Carryover) or principal due on any Note on any Distribution Date (ivincluding the calculation of any of the individual components of such calculation) or to affect the rights of the holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral 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 [and providedIndenture; or (viii) or change the definition of Group I Controlling Noteholders, furtherGroup II Controlling Noteholders, that such action shall notGroup I Controlling Parties or Group II Controlling Parties, as evidenced by an Opinion the case may be. Notwithstanding anything to the contrary contained in this Indenture, such rights of Counsel, subject consent granted to the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder holders of the Ownership Certificate that Notes contained in clauses (i) through (viii) of this proviso shall not be exercisable by the Holder Group I Controlling Noteholders on behalf of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder all of the Ownership Certificate holds a 100% ownership Interest in Group I Noteholders or by the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely Securities Insurer on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders behalf of all Notes, whether theretofore or thereafter authenticated and delivered hereunderof the Group II Noteholders. It shall not be necessary for any 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 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 Issuer Indenture Trustee shall mail to the Holders Securities Insurer, the Swap Counterparty and to the holders of the related group of Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent of the Holders of not less than [66-2/3]% 2/3% in principal amount of the Outstanding Balance of the NotesNotes affected by such supplemental indenture, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer and the 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 Holders of each Outstanding Note affected thereby: (1) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the applicable Note Interest Rate or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or (2) reduce the percentage in principal amount 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 Events of Default or their consequences; or (3) impair or adversely affect the interests Trust Estate except as otherwise permitted herein; or (4) modify or alter the provisions of the Noteholders proviso to the definition of the term "Outstanding"; or (5) modify or alter the provisions of the proviso to Section 6.04 hereof; or (6) modify any of the provisions of this Section 9.02, except to increase the percentage of Holders of the Outstanding Notes 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 Holder of each Outstanding Note affected thereby thereby; or (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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 [and providedIndenture; or (8) modify any of Sections 6.01(l) or (2), further6.02, that such action shall not6.03, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly6.18, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder12.02(d) hereof. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject (A) affect the Trust to federal income tax as long as an entity that qualifies status of the Issuer as a REIT under FASIT, (B) affect the Code holds directlystatus of the Notes as FASIT regular interests within the meaning of Section 860L(b)(1) of the Xxx, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities(C) result in an imposition of tax on the Issuer (including, a 100% ownership interest in but not limited to, the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder tax on prohibited transactions under Section 860L(e) of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Code). The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each the Rating Agency and the Servicer and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture TrusteeMajority Noteholders, enter into an a supplemental indenture or indentures supplemental hereto for the purpose of adding any provisions to 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; providedprovided that the Issuer shall only enter into a supplemental indenture in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not, howeveras evidenced by an Officer’s Certificate of the Servicer, that no such materially adversely affect the interest of any Noteholder. (b) No supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note adversely affected thereby thereby: (i) change the Legal Final Payment Date for the Notes or the due date of any installment of principal of or interest on any Note or reduce in any manner the principal amount of, or delay the timing of, payments in respect of any Note, the Interest Rate specified for any Note or the Redemption Price with respect to any Note, change the provisions of the Indenture relating to the application of Collections on, or the proceeds of the sale of, the assets of the Issuer 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 any interest on any Note is payable; (ii) alter impair the obligations right to institute suit for the enforcement of any provisions of the Servicer to make an Advance or alter Indenture regarding payment on the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, Notes; (iii) reduce the aforesaid percentages percentage of Notes the Holders aggregate Outstanding Principal Balance of which are required to consent to any such supplemental indenturethe Notes, without the consent of the Holders of all which is required for any such supplemental indenture or for any waiver of compliance with any provision of this Indenture or defaults hereunder and their consequences provided for in this Indenture; (iv) 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) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vi) modify any provision hereunder specifying a percentage of the Outstanding Principal Balance of the Notes necessary to amend the Indenture, the Trust Agreement or the Sale and Servicing Agreement 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, ; (vii) 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 (ivviii) 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 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 the Trust Indenture. (c) Prior to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and any such determination Trustee shall be conclusive upon obtain the Holders written consent of all Notes, whether theretofore or thereafter authenticated and delivered hereundereach Holder of a Note. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) 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 or publicly traded partnership 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. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer Trustee shall mail forward 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 and each Rating Agency 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 With the consent of (v) each Holder of each Outstanding Note of each Class materially adversely affected thereby and a Majority-in-Interest of Preferred Shareholders (if the Preferred Shareholders are materially adversely affected thereby), by Act of said Noteholders or by written consent of the Preferred Shareholders (which consent shall be evidenced by an Officer’s certificate of the Issuer certifying that such consent has been obtained) delivered to the Trustee and the Indenture TrusteeCo-Issuers, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (w) the consent of the Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-Issuers), (x) the Holders of not less than [66a Majority in Aggregate Outstanding Principal Amount of Class P-1 Combination Securities, if materially adversely affected with respect to the Class P-1 Treasury Strip Collateral and (y) the Holders of a Majority in Aggregate Outstanding Principal Amount of Class P-2 Combination Securities, if materially adversely affected with respect to the Class P-2 Treasury Strip Collateral and (z) the Holders of a Majority in Aggregate Outstanding Principal Amount of Class P-3 Combination Securities, if materially adversely affected with respect to the Class P-3 Treasury Strip Collateral, the Trustee and the Co-2/3]% Issuers may, subject to the requirement provided below in this Section 8.2 with respect to the ratings of the Outstanding Balance of the Notes, by Act of such Holders delivered Notes and subject to the Issuer and the Indenture TrusteeSection 8.3, enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Class, the Preferred Shares or the Hedge Counterparty, as the case may be, under this Indenture; provided, howeverthat notwithstanding anything in this Indenture to the contrary, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall be entered into without the consent of the (i) each Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Noteeach Class, (ii) alter the obligations each Preferred Shareholder (which consent shall be evidenced by an Officer’s certificate of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing AgreementIssuer certifying that such consent has been obtained), (iii) reduce the aforesaid percentages Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-Issuers), (iv) as specified below, if concerning the Class P-1 Treasury Strip Collateral, each Holder of Notes the Class P-1 Combination Securities (it being understood that only such Holders of which are Class P-1 Combination Securities will be required to consent with respect to the Class P-1 Treasury Strip Collateral), (v) as specified below, if concerning the Class P-2 Treasury Strip Collateral, each Holder of Class P-2 Combination Securities (it being understood that only such Holders of Class P-2 Combination Securities will be required to consent with respect to the Class P-2 Treasury Strip Collateral) and (vi) as specified below, if concerning the Class P-3 Treasury Strip Collateral, each Holder of Class P-3 Combination Securities (it being understood that only such Holders of Class P-3 Combination Securities will be required to consent with respect to the Class P-3 Treasury Strip Collateral), if such supplemental indenture proposes to: (a) change the Stated Maturity of the principal of or the due date of any installment of interest or the Commitment Fee on any Note, reduce the principal amount thereof or the Note Interest Rate or the Commitment Fee Rate thereon, or the Redemption Price with respect thereto, change the earliest date on which the Co-Issuers may redeem any Note, change the provisions of this Indenture relating to the application of proceeds of any Collateral to the payment of principal of or interest or the Commitment Fee on the Notes (or with respect to the Treasury Strip Collateral, distributions on the related Class P-1 Combination Securities, Class P-2 Combination Securities or Class P-3 Combination Securities, as applicable, change any place where, or the coin or currency in which, any Note or the principal thereof or interest or the Commitment Fee thereon is payable or impair the right to institute suit for the enforcement of any such supplemental indenturepayment on or after the Stated Maturity thereof (or, without in the consent case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Aggregate Outstanding Principal Amount of Holders of all Notes affected therebyof each Class whose consent is required for the authorization of any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture; (c) impair or adversely affect the Collateral (or with respect to the Class P-1 Combination Securities, or the Class P-1 Treasury Strip Collateral, with respect to the Class P-2 Combination Securities, the Class P-2 Treasury Strip Collateral and with respect to the Class P-3 Combination Securities, the Class P-3 Treasury Strip Collateral) except as otherwise expressly permitted in this Indenture; (ivd) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or(or with respect to the Class P-1 Combination Securities, except as otherwise permitted the Class P-1 Treasury Strip Collateral, with respect to the Class P-2 Combination Securities, the Class P-2 Treasury Strip Collateral and with respect to the Class P-3 Combination Securities, the Class P-3 Treasury Strip Collateral) or contemplated herein, terminate the such lien of this Indenture on any property at any time subject hereto (other than in connection with the sale thereof in accordance with this Indenture) or deprive the Holder of any Note or Component Security of the security provided afforded by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion Indenture; (e) reduce the percentage of Counsel, subject the Trust Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, request that the Trustee preserve the Collateral (or with respect to the Class P-1 Combination Securities, the Class P-1 Treasury Strip Collateral, with respect to the Class P-2 Combination Securities, the Class P-2 Treasury Strip Collateral and with respect to the Class P-3 Combination Securities, the Class P-3 Treasury Strip Collateral) or rescind the Trustee’s election to preserve the Collateral (or with respect to the Class P-1 Combination Securities, the Class P-1 Treasury Strip Collateral, with respect to the Class P-2 Combination Securities, the Class P-2 Treasury Strip Collateral and with respect to the Class P-3 Combination Securities, the Class P-3 Treasury Strip Collateral) pursuant to Section 5.5 or to sell or liquidate the Collateral (or with respect to the Class P-1 Combination Securities, the Class P-1 Treasury Strip Collateral, with respect to the Class P-2 Combination Securities, the Class P-2 Treasury Strip Collateral and with respect to the Class P-3 Combination Securities, the Class P-3 Treasury Strip Collateral) pursuant to Section 5.4 or 5.5; (f) modify any of the provisions of this Section 8.2, except to increase any such percentage or to provide that certain other provisions of this Indenture Trustee receives an Officer's Certificate from cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) modify the Ownership Certificate definition of the term “Outstanding,” Section 11.1 or Section 13.1; (h) change the permitted minimum denominations of any Class of Notes; or (i) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or the Commitment Fee on or principal of any Note or the rights of the Holders of Notes to the benefit of any provisions for the redemption of such Notes contained herein; provided that, with respect to matters which pertain solely to the rights and obligations of the Component Securities (and therefore, so as to avoid doubt, are not related to the Components (other than the Treasury Strip Components), which are included in the Aggregate Outstanding Principal Amount of the relevant Class of Notes or Preferred Shares with the rights described above), any such supplemental indenture will require only the consent of the Holders of the Series of Component Securities materially and adversely affected thereby so long as such supplemental indenture would not otherwise require the consent of the parties specified above. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. Not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of the Co-Issuers, shall mail to the Noteholders, the Hedge Counterparty, the Collateral Manager, the Preferred Share Paying Agent and each Rating Agency a copy of such proposed supplemental indenture (or a description of the substance thereof) and shall request that the Rating Condition with respect to such supplemental indenture be satisfied. If any Class of Notes is then rated by any Rating Agency, the Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the Rating Condition would not be satisfied with respect to such supplemental indenture, unless each Holder of Notes of each Class whose rating will be reduced or withdrawn has, after notice that the Ownership Certificate either qualifies proposed supplemental indenture would result in such reduction or withdrawal of the rating of the Class of Notes held by such Holder, consented to such supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a REITresult of such supplemental indenture, the interests of any Holder, Preferred Shareholder or Hedge Counterparty would be materially adversely affected thereby. Unless notified by a Majority of any Class of Notes, a Qualified REIT Subsidiary Majority-in-Interest of Preferred Shareholders or a Disregarded Entity under the Code Hedge Counterparty that such Class of Notes, the Preferred Shares or the Hedge Counterparty, as the case may be, will be materially adversely affected, the Trustee may, consistent with the written advice of counsel, determine whether or not such Class of Notes, the Preferred Shares or the Hedge Counterparty would be materially adversely affected by such change (after giving notice of such change to each Noteholder, Preferred Shareholder and the Holder of Hedge Counterparty). Such determination shall be conclusive and binding on all present and future Holders, Preferred Shareholders and the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Hedge Counterparty. The Indenture Trustee shall not be entitled to conclusively rely on liable for any such determination made in good faith and in reliance in good faith upon an Opinion of Counsel delivered to the Trustee as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed in Section 8.3. It shall not be necessary for any Act of Noteholders or any consent of Preferred Shareholders or Hedge Counterparty under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. Promptly after the execution by the Issuer Co-Issuers and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 8.2, the Issuer Trustee, at the expense of the Co-Issuers, shall mail to the Holders Noteholders, the Hedge Counterparty, the Preferred Share Paying Agent (for forwarding to the Preferred Shareholders), the Collateral Manager, the Irish Stock Exchange (in the case of any Class of Notes listed on the Notes to which such amendment Irish Stock Exchange) and the Channel Islands Stock Exchange (in the case of any Preferred Shares or supplemental indenture relates Component Securities listed on the Channel Islands Stock Exchange) and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenturecopy thereof. Any failure of the Indenture Trustee to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. In addition, promptly following the execution of any supplemental indenture or other modification pursuant to this Section 8.2, the Issuer shall deliver a copy of such supplemental indenture or other modification to the Repository for posting on the Repository in the manner described in Section 10.11.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 66 2/3% of the Outstanding Balance Voting Interests of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an a Monthly Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] tax. The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail or shall cause to be mailed to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with With the consent of the Holders of not less than [66-2/3]% 2/3% in aggregate principal amount of the Outstanding Balance Notes of the NotesControlling Class, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer and the 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 Holders of each Outstanding Note affected thereby: (1) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the Note Rate or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or (2) reduce the percentage in principal amount 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 Events of Default or their consequences; or (3) impair or adversely affect the interests Trust Estate except as otherwise permitted herein; or (4) modify or alter the provisions of the Noteholders proviso to the definition of the term "Outstanding"; or (5) modify any of the provisions of this Section 9.02, except to increase the percentage of Holders of the Outstanding Notes 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 Holder of each Outstanding Note affected thereby thereby; or (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted Trust Estate 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 [and providedIndenture; or (7) modify any of Sections 6.01(l) or (2), further6.02, that such action shall not6.03, as evidenced by an Opinion of Counsel6.08, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly6.18, 12.02(d), 12.02(e) or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder12.02(f) hereof. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure Notwithstanding anything to the contrary herein, no supplemental Indenture relating to changing the Notes into notes in bearer form shall be effective until an Opinion of Counsel from a nationally recognized law firm has been delivered to the Trustee to the effect that such supplemental Indenture will not subject the Issuer or the Holders of the Indenture Trustee Notes to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureadditional taxes under U.S. federal law.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of Noteholders representing not less than [66-2/3]% 2/3% of the Outstanding Balance of the Notesthen-outstanding Notes by aggregate Class Principal Amount, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Noteholder of each Note affected, adversely affect the interests of the such Noteholders without the consent of the Holder of each Outstanding Note affected thereby by (i) reduce reducing in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter altering the obligations of the Servicer or the Master Servicer to make an Advance or alter altering the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce reducing the aforesaid percentages of Notes the Holders Noteholders of which are required to consent to any such supplemental indenture, without the consent of the Holders Noteholders of all Notes affected thereby, thereby or (iv) permit permitting the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Fund or, except as otherwise permitted or contemplated herein, terminate terminating the lien of this Indenture on any property at any time subject hereto or deprive the Holder of depriving any Note Noteholder of the security provided by the lien of this Indenture [and Indenture; provided, further, that no such action supplemental indenture shall not, as evidenced by be entered into unless the Indenture Trustee shall have received an Opinion of Counsel, subject Counsel acceptable to the holder of the Certificate stating that such supplemental indenture (i) will not cause the Trust to be subject to United States federal income tax at the entity level and (ii) will not cause the Notes, other than any Retained Notes, to lose their status as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] debt for United States federal income tax purposes. The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section for any Noteholders to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall the Noteholders approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates relates, and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Indenture Trusteeconsent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by an Issuer Orderresolution of its Board of Directors, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holders of each Note then Outstanding Note and affected thereby thereby: (i1) extend the fixed maturity of the Notes; (2) reduce in the principal amount thereof; (3) reduce the rate or extend the time of payment of interest thereon; (4) reduce any manner premium payable upon the amount of, or delay the timing of, payments in respect of any Note, redemption thereof or; (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii5) reduce the aforesaid percentages percentage of Notes Notes, the Holders holders of which are required to consent to any such supplemental indenture; (6) modify the right of any holder to receive or xxx for payment of principal, without premium or interest that would be due at the consent stated maturity therefor; or (7) expressly subordinate the obligations of the Holders Notes to other indebtedness of all Notes affected thereby, the Company. (b) A supplemental indenture that changes or (iv) permit the creation of eliminates any lien ranking prior to covenant or on a parity with the lien other provision of this Indenture that has expressly been included solely for the benefit of the Notes, or that modifies the rights of the holders of the Notes with respect to any part such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note holders of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act the consent of the Noteholders affected under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (iii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iiiii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iiiiv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (ivv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entitiesentities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a Disregarded Entity REIT or a Qualified REIT Subsidiary under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded EntitiesSubsidiaries, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, REIT or a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The With the consent of (v) each Holder of each Outstanding Note of each Class materially adversely affected thereby and a Majority-in-Interest of Preferred Shareholders (if the Preferred Shareholders are materially adversely affected thereby), by Act of said Noteholders or by written consent of the Preferred Shareholders (which consent shall be evidenced by an Officer’s certificate of the Issuer certifying that such consent has been obtained) delivered to the Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency Co-Issuers and with (w) the consent of the Holders of not less than [66Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-2/3]% Issuers), the Trustee and the Co-Issuers may, subject to the requirement provided below in this Section 8.2 with respect to the ratings of the Outstanding Balance of the Notes, by Act of such Holders delivered Notes and subject to the Issuer and the Indenture TrusteeSection 8.3, enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Class, the Preferred Shares or the Hedge Counterparty, as the case may be, under this Indenture; provided, howeverthat notwithstanding anything in this Indenture to the contrary, that no such supplemental indenture shall, adversely affect the interests of the Noteholders shall be entered into without the consent of the (i) each Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect of any Noteeach Class, (ii) alter the obligations each Preferred Shareholder (which consent shall be evidenced by an Officer’s certificate of the Servicer to make an Advance or alter the servicing standards set forth in the Sale Issuer certifying that such consent has been obtained) and Servicing Agreement or the Servicing Agreement, (iii) the Hedge Counterparty (if materially adversely affected thereby) (delivered by the Hedge Counterparty to the Trustee and the Co-Issuers), if such supplemental indenture proposes to: (a) change the Stated Maturity of the principal of or the due date of any installment of interest or the Commitment Fee on any Note, reduce the aforesaid percentages principal amount thereof or the Note Interest Rate or the Commitment Fee Rate thereon, or the Redemption Price with respect thereto, change the earliest date on which the Co-Issuers may redeem any Note, change the provisions of this Indenture relating to the application of proceeds of any Collateral to the payment of principal of or interest or the Commitment Fee on the Notes, change any place where, or the coin or currency in which, any Note or the principal thereof or interest or the Commitment Fee thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required for the Holders authorization of which are required to consent to any such supplemental indenture, without indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder or their consequences provided for in this Indenture; (c) impair or adversely affect the consent of the Holders of all Notes affected thereby, or Collateral except as otherwise expressly permitted in this Indenture; (ivd) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the such lien of this Indenture on any property at any time subject hereto (other than in connection with the sale thereof in accordance with this Indenture) or deprive the Holder of any Note of the security provided afforded by the lien of this Indenture; (e) reduce the percentage of the Aggregate Outstanding Principal Amount of Holders of Notes of each Class whose consent is required to request that the Trustee preserve the Collateral or rescind the Trustee’s election to preserve the Collateral pursuant to Section 5.5 or to sell or liquidate the Collateral pursuant to Section 5.4 or 5.5; (f) modify any of the provisions of this Section 8.2, except to increase any such percentage 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; (g) modify the definition of the term “Outstanding,” Section 11.1 or Section 13.1; (h) change the permitted minimum denominations of any Class of Notes; or (i) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or the Commitment Fee on or principal of any Note or the rights of the Holders of Notes to the benefit of any provisions for the redemption of such Notes contained herein. With the consent of the Holders of a majority of the Combination Notes materially adversely affected thereby, the Co-Issuers and providedthe Trustee may, furtherat any time and from time to time, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through enter into one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in supplemental indentures to amend the Ownership Certificate, and provided furtherprovisions of the Indenture relating to the Combination Notes; provided, that the Trustee may not enter into any supplemental indenture that would amend such provisions in any manner that would, if such amendment were being made to all of the Notes and not just the Combination Notes, require the consent of all of the holders of Notes, without the consent of all of the holders of the Combination Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. Not later than 15 Business Days prior to the execution of any proposed supplemental indenture pursuant to this Section 8.2, the Trustee, at the expense of the Co-Issuers, shall mail to the Noteholders, the Hedge Counterparty, the Collateral Manager, the Preferred Share Paying Agent and each Rating Agency a copy of such proposed supplemental indenture (or a description of the substance thereof) and shall request that the Rating Condition with respect to such supplemental indenture be satisfied. If any Class of Notes is then rated by any Rating Agency, the Trustee receives an Officer's Certificate from shall not enter into any such supplemental indenture if, as a result of such supplemental indenture, the Rating Condition would not be satisfied with respect to such supplemental indenture, unless each Holder of the Ownership Certificate Notes of each Class whose rating will be reduced or withdrawn has, after notice that the Holder proposed supplemental indenture would result in such reduction or withdrawal of the Ownership Certificate either qualifies rating of the Class of Notes held by such Holder, consented to such supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, as a REITresult of such supplemental indenture, the interests of any Holder, Preferred Shareholder or Hedge Counterparty would be materially adversely affected thereby. Unless notified by a Majority of any Class of Notes, a Qualified REIT Subsidiary Majority-in-Interest of Preferred Shareholders or a Disregarded Entity under the Code Hedge Counterparty that such Class of Notes, the Preferred Shares or the Hedge Counterparty, as the case may be, will be materially adversely affected, the Trustee may, consistent with the written advice of counsel, determine whether or not such Class of Notes, the Preferred Shares or the Hedge Counterparty would be materially adversely affected by such change (after giving notice of such change to each Noteholder, Preferred Shareholder and the Holder of Hedge Counterparty). Such determination shall be conclusive and binding on all present and future Holders, Preferred Shareholders and the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] Hedge Counterparty. The Indenture Trustee shall not be entitled to conclusively rely on liable for any such determination made in good faith and in reliance in good faith upon an Opinion of Counsel delivered to the Trustee as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderdescribed in Section 8.3. It shall not be necessary for any Act of Noteholders or any consent of Preferred Shareholders or Hedge Counterparty under this Section 8.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act or consent shall approve the substance thereof. Promptly after the execution by the Issuer Co-Issuers and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 8.2, the Issuer Trustee, at the expense of the Co-Issuers, shall mail to the Holders Noteholders, the Hedge Counterparty, the Preferred Share Paying Agent (for forwarding to the Preferred Shareholders), the Collateral Manager, the Irish Stock Exchange (in the case of any Class of Notes listed on the Notes to which such amendment or supplemental indenture relates Irish Stock Exchange) and the Channel Islands Stock Exchange (in the case of any Preferred Shares listed on the Channel Islands Stock Exchange) and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenturecopy thereof. Any failure of the Indenture Trustee to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. In addition, promptly following the execution of any supplemental indenture or other modification pursuant to this Section 8.2, the Issuer shall deliver a copy of such supplemental indenture or other modification to the Repository for posting on the Repository in the manner described in Section 10.11.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with (a) With the consent (evidenced as provided in Section 1.05) of the Holders of not less than [66-2/3]% a majority in aggregate principal amount of the Outstanding Balance of the Notes, the Company, when authorized by Act a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such Holders delivered action may be determined in accordance with or pursuant to the Issuer a Company Order), and the Indenture TrusteeTrustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture with respect to the Notes or of modifying in any manner the rights of the Holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the final maturity of any then issued Note, adversely or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon or Additional Amounts payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof or impair or affect the interests right of any Noteholder to institute suit for the Noteholders payment thereof, in each case without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage in aggregate principal amount of Notes then issued Notes, the consent of the Holders of which are is required to consent to for any such supplemental indenture, without the consent of the Holders of all Notes each Note so affected. Notwithstanding anything to the contrary in this Section 9.02(a), no supplemental indenture may, without the consent of each Holder of an affected therebyNote and the BMA (if required), change the stated maturity of, the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any of the Notes. (ivb) permit Upon the creation request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any lien ranking prior to or on a parity such supplemental indenture, and upon the filing with the lien Trustee of this Indenture with respect to any part evidence of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien consent of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesthe Notes as aforesaid and other documents, whether theretofore if any, required by Section 1.05, and the documents required by Section 9.04, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or thereafter authenticated and delivered hereunder. immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionArticle, the Issuer Company shall mail give notice thereof to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency by mailing a notice setting forth in general terms thereof by first-class mail to such Holders at their addresses as they shall appear on the substance of such supplemental indentureRegister. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreements), by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (iii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iiiii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iiiiv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (ivv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entitiesentities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a Disregarded Entity under the Code REIT or a Qualified REIT Subsidiary and the Holder of the Ownership Certificate holds a 100% ownership Interest interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% [ ]% of the Outstanding Balance Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders Counterparty without its consent or without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments distributions in respect of any Note, (ii) alter the obligations of the Master Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject the Trust to an entity level tax as a corporation or as a taxable mortgage pool for federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] purposes. The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Article 6 hereof) of the Holders --------- of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, the Company, when authorized by an Issuer Ordera resolution of its Board of Directors, also and the Trustee may, with prior notice from time to each Rating Agency time and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notesat any time, by Act of such Holders delivered to the Issuer and the Indenture Trusteemodify this Indenture, enter into an indenture or any indentures supplemental hereto for hereto, the purpose of adding any provisions to Notes 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; providedNotes, however, provided that no such supplemental indenture shallshall (a) change the Stated -------- Maturity of the principal of, adversely or any installment of principal of or interest on, any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or impair or affect the interests right of any Noteholder to institute suit for the Noteholders payment thereof or change the place or currency of payment of principal of, or interest on, any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (iib) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected therebythen Outstanding, (i) reduce the aforesaid percentage of Notes the consent of the Holders of which is required for any such modification, or the percentage of Notes the consent of the Holders of which is required for any waiver provided for in this Indenture, (ivii) permit change any obligation of the creation of Company to maintain an office or agency in the places and for the purposes specified in Section 2.4 or (iii) make any lien ranking prior change in Section 4.9 or this Section 7.2, except ----------- ----------- ----------- to increase any percentages or on a parity with the lien to provide that certain other provisions of this Indenture with respect to any part cannot be modified or waived without the consent of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Noteseach Outstanding Note affected thereby. Upon the request of the Company, whether theretofore accompanied by a copy of a resolution of the Board of Directors certified by the Secretary or thereafter authenticated an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and delivered hereunderupon the filing with the Trustee of evidence of the consent of Noteholders and other documents, if any, required by Section 6.1 hereof, the Trustee shall join ----------- with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 7.2 to approve the particular form of any proposed supplemental ----------- indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 7.2, the Issuer ----------- Company shall mail a notice thereof by first class mail to the Holders of Notes at their addresses as they shall appear on the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice Register, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each the Rating Agency Agencies, and with the consent of of: (x) the Holders of not less than [66-2/3]% Group I Controlling Parties holding a majority of the Outstanding Balance Amount of the related Classes of Group I Notes, (unless any such proposed amendment does not affect the Group I Student Loans or the Group I Notes as evidenced by Act an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group I Noteholders, and a confirmation from each Rating Agency that such Holders delivered amendment will not result in the downgrading of the then current ratings of any of the Group I Notes), and (y) the Securities Insurer, provided that unless the Class II-[ ] Notes and Class II-[ ] Notes remain outstanding and no Securities Insurer Default shall have occurred and is continuing, then by the Group II Controlling Noteholders holding a majority of the Outstanding Amount of the related Classes of Group II Notes (unless any such proposed amendment does not affect the Group II Student Loans or the Group II Notes or the Securities Insurer as evidenced by an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in the downgrading of the then current ratings of any of the Group II Notes (without regard to the Issuer and Group II Insured Notes Guaranty Insurance Policy with respect to the Indenture TrusteeGroup II Insured Notes), 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 holders of the Notes Group I or Group II Notes, as applicable, under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder holder of each Outstanding Note affected thereby thereby: (i) change the date of payment of any installment of principal of or interest (including any unpaid Noteholders' Interest Index Carryover on each Class of Notes other than the Class II-[ ] Notes) on any Class of Notes and the interest on the Class II-[ ] Notes, or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of payments received from the Cap Provider with respect to the Basis Risk Cap Agreements, collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or delay interest (including any unpaid Noteholders' Interest Index Carryover on each Class of Notes other than the timing ofClass II-[ ] Notes) on the applicable Notes, payments or change any place of payment where, or the coin or currency in respect which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any Notesuch amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) alter reduce the obligations percentage of the Servicer to make an Advance or alter Outstanding Amount of the servicing standards set forth in related Group of Notes, the Sale and Servicing Agreement or consent of the Servicing Agreement, (iii) reduce holders of the aforesaid percentages related Group of Notes the Holders of which are is required to consent to for any such supplemental indenture, or the consent of the holders of the related Group of 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; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the related Group of Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04; (v) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holders holder of all Notes 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 (including any related Noteholders' Interest Index Carryover) or principal due on any applicable Note on any Distribution Date (ivincluding the calculation of any of the individual components of such calculation) or to affect the rights of the holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral 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 [and providedIndenture; or (viii) or change the definition of Group I Controlling Noteholders, furtherGroup II Controlling Noteholders, that such action shall notGroup I Controlling Parties or Group II Controlling Parties, as evidenced by an Opinion the case may be. Notwithstanding anything to the contrary contained in this Indenture, such rights of Counsel, subject consent granted to the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder holders of the Ownership Certificate that Notes contained in clauses (i) through (viii) of this proviso shall not be exercisable by the Holder Group I Controlling Noteholders on behalf of all of the Ownership Certificate either qualifies as a REITGroup I Noteholders or by the Securities Insurer on behalf of all of the Group II Noteholders or, a Qualified REIT Subsidiary if the Class II-[ ] Notes and the Class II-[ ] Notes are no longer outstanding or a Disregarded Entity under Securities Insurer Default shall have occurred and is continuing, by the Code and the Holder Group II Controlling Noteholders on behalf of all of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderGroup II Noteholders. It shall not be necessary for any 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 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 Issuer Indenture Trustee shall mail to the Holders Securities Insurer, the Swap Counterparty and to the holders of the related group of Notes to which such amendment or supplemental indenture relates and each Rating Agency 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. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% 2/3% of the Outstanding Balance of the NotesNotes and with the prior written consent of the Swap Counterparty (but only to the extent such supplemental indenture materially adversely affects the amounts, priority or timing of payments under the Swap Agreement and as long as the Swap Agreement is in effect), by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, (i) adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby thereby, (iii) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (iiiii) alter the obligations of the Servicer or the Indenture Trustee to make an Advance or alter the servicing standards set forth in the Sale Transfer and Servicing Agreement or the Servicing Agreement, (iiiiv) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (ivv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entitiesentities that are disregarded for United States federal income tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's ’s Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or an entity that is disregarded for federal income tax purposes that is wholly owned by a Disregarded Entity under the Code REIT or a Qualified REIT Subsidiary and the Holder of the Ownership Certificate holds a 100% ownership Interest interest in the Ownership Certificate.] . The Indenture Trustee shall be entitled to conclusively may rely on an Opinion of Counsel as to determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Issuer Issuing Entity shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent (evidenced as provided in Section 8.01) of the holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency and with the consent resolutions of the Holders Board of not less than [66-2/3]% of the Outstanding Balance of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, adversely affect or reduce the interests rate or extend the time of payment of interest thereon, or reduce the Noteholders principal amount thereof or premium, if any, thereon, or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes without the consent of the Holder holder of each Outstanding Note affected thereby (i) reduce in any manner the amount ofso affected, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages percentage of Notes Notes, the Holders holders of which are required to consent to any such supplemental indenture, without the consent of the Holders holders of all Notes affected therebythen outstanding. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or (iv) permit Assistant Secretary authorizing the creation execution of any lien ranking prior to or on a parity such 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 Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Collateral orTrustee may in its discretion, except as otherwise permitted or contemplated hereinbut shall not be obligated to, 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 enter into such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderindenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to After an amendment under this SectionSection 10.02 becomes effective, the Issuer Company, or at its request, the Trustee in the name and at the expense of the Company, shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency Noteholder a notice setting forth in general terms briefly describing the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureamendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Indenture Trusteeconsent (evidenced as provided in Section 9.01 hereof) of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding, the Company, when authorized by an Issuer OrderBoard Resolution, also may, with prior notice to each Rating Agency and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall, adversely affect : 62 (1) change the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (i) reduce in any manner the amount of, or delay the timing of, payments in respect maturity date of any Note, or reduce the rate (iior change the method of calculation thereof) alter or extend the obligations time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Servicer Noteholders to make an Advance institute suit for the enforcement of any payment of principal of or alter the servicing standards set forth in the Sale and Servicing Agreement any premium or the Servicing Agreement, interest on any Note; or (iii2) modify this Section 12.02(a) or reduce the aforesaid percentages percentage of Notes Notes, the Holders of which are required to consent to any such supplemental indentureindenture or to reduce the percentage of Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Notes affected therebythen Outstanding. (b) Upon the request of the Company, or (iv) permit accompanied by a copy of the creation Board Resolution authorizing the execution of any lien ranking prior to or on a parity such 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 Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to any part of such covenant or provision, shall be deemed not to affect the Collateral 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 [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, that the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on an Opinion of Counsel as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. Notes of any other series. (d) It shall not be necessary for any Act the consent of Noteholders the Holders of Notes under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 12.02, the Issuer Trustee shall mail to give notice in the Holders of the Notes to which such amendment or supplemental indenture relates and each Rating Agency a notice manner provided in Section 14.10 hereof, setting forth in general terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein 63 shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Except as set forth below, with the written consent of a Majority of the Notes (excluding Affiliate Owned Notes) and the Indenture TrusteeResidual Interestholder, when authorized by an Issuer Orderin each case, also maymaterially and adversely affected thereby, with prior notice to each Rating Agency the Trustee and with the consent of the Holders of not less than [66-2/3]% of the Outstanding Balance of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, may enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to to, or changing change in any manner or eliminating eliminate any of the provisions of of, this Indenture or of modifying modify in any manner the rights of the Holders Noteholders or the Residual Interestholder, as the case may be. Unless notified by a Majority of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, adversely affect the interests of the Noteholders without the consent of the Holder of each Outstanding Note affected thereby (iexcluding Affiliate Owned Notes) reduce in any manner the amount of, or delay the timing of, payments in respect of any Note, (ii) alter the obligations of the Servicer to make an Advance or alter the servicing standards set forth in the Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the aforesaid percentages of Notes the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all Notes affected thereby, or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided notified by the lien of this Indenture [and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, subject the Trust to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or Disregarded Entities, a 100% ownership interest in the Ownership Certificate, and provided further, Residual Interestholders that the Indenture Trustee receives an Officer's Certificate from Notes will be materially and adversely affected, the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee shall be entitled to conclusively rely on upon, and require, an Opinion of Counsel as to (which may rely on a certificate from the Sponsor) provided by and at the expense of the party requesting such supplemental indenture in determining whether or not any the Notes or the Residual Interestholder, as the case may be, would be materially and adversely affected by any supplemental indenture such change (after giving 15 Business Days’ notice of such change to the Holders of the Notes and any such the Residual Interestholder). Such determination shall be conclusive upon the and binding on all present and future Holders of all Notes, whether theretofore or thereafter authenticated the Notes and the Residual Interestholder. The Trustee shall not be liable for any such determination made in good faith and in reliance upon an Opinion of Counsel delivered hereunderto the Trustee as described in Section 8.3. It shall not be necessary for any Act of the Noteholders under this Section or the Residual Interestholder to approve the particular form of any proposed supplemental indentureamendment or supplement to this Indenture, but it the Act shall be sufficient if such Act consent shall approve the substance thereof. Promptly after The consent of the execution by the Issuer Noteholders and the Indenture Trustee Residual Interestholder shall be binding on all present and future Noteholders and the holders of any supplemental indenture pursuant to this Section, the Issuer shall mail to Residual Interest. Without (a)(i) the consent of all of the Holders of the Notes to which such amendment or adversely affected thereby and (ii) the consent of the Residual Interestholder, if adversely affected and (b) satisfaction of the Rating Agency Condition, no supplemental indenture relates and each Rating Agency a notice setting forth in general terms may: (a) change the substance of such supplemental indenture. Any failure Legal Final Maturity of the principal of or the due date of any installment of interest on the Notes, reduce the Aggregate Outstanding Amount thereof or the Note Interest Rate thereon or the Redemption Price with respect to any Note, change the date of any scheduled distribution on the Residual Interest, change the earliest date on which any Note may be redeemed at the option of the Issuer, change the provisions of this Indenture Trustee that apply proceeds of any Collateral to mail such noticethe payment of principal of or interest on the Notes or the Residual Interest Distribution Amount on the Residual Interest, or change any defect thereinplace where, shall notor the coin or currency in which, howeverany Note or the principal thereof or interest thereon are payable, in any way or impair or affect the validity right to institute suit for the enforcement of any such payment on or after the Legal Final Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (b) reduce the percentage of Noteholders or Residual Interestholders whose consent is required to authorize any supplemental indenture.indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder or their consequences; (c) reduce the percentage of Noteholders required to request the Trustee to preserve the Collateral or rescind the Trustee’s election to preserve the Collateral or to sell or liquidate the Collateral pursuant to this Indenture; (d) modify any of the provisions of this Indenture with respect to supplemental indentures except to increase the percentage of Noteholders or Residual Interestholders whose consent is required for any such action; (e) modify the definition of the term “Priority of Payments” set forth in this Indenture;