Common use of Supplemental Indentures With Consent of the Noteholders Clause in Contracts

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in 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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Outstanding Notes of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section 9.01 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.01, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee 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 the Noteholders. (a) Except as permitted by Section 9.02, the The Issuer and the Indenture Trustee, when authorized by an Issuer Orderthe Issuer, also may, subject with prior notice to satisfaction of the Note Rating Agency Condition Agencies and with the consent of the Noteholders representing not less than 51% Holders of a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Note Rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance Outstanding Amount of the Controlling ClassNotes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”the term "Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral Owner Trust Estate pursuant to Section 5.045.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or any of the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture. (b) . The Indenture Trustee may in its discretion or at the advice of counsel 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. Any amendment, waiver or modification consented to by the Noteholders shall not be effective unless each of the Note Rating Agencies has provided confirmation to the Issuer and the Indenture Trustee that such amendment, waiver or modification shall not result in the reduction or removal of the rating of any Class of the Notes affected by such amendment, waiver or modification. 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 Noteholders shall approve the substance thereof. (c) . Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shallmay, without the consent of the Holder of each outstanding Note Outstanding Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. With the consent (aevidenced as provided in Article Seven) Except as permitted of the Holders of not less than a majority in aggregate Principal Amount at Maturity of the Outstanding Notes affected by Section 9.02such supplemental indenture, the Issuer and the Indenture TrusteeGuarantor, when authorized by a resolution of their respective Boards 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 an Issuer Order), and the Trustee may, subject from time to satisfaction of the Rating Agency Condition time and with the consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, 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, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNotes; provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of each Holder affected thereby (a) reduce the Holder of each outstanding Note affected thereby: (i) change any Final Scheduled Payment DatesPrincipal Amount at Maturity, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon Issue Price or the Redemption Price with respect theretoto any Note, change the provisions amount thereof that would be due and payable upon an acceleration of this Indenture relating the maturity of the Notes pursuant to the application of collections onSection 5.1, or the proceeds amount thereof provable in bankruptcy pursuant to Section 5.2, or extend the maturity of any Note, or alter the manner or rate of accrual of Original Issue Discount, or make any Note payable in money or securities other than that stated in the Note; (b) reduce the percentage in Principal Amount at Maturity of the sale of, the Collateral Outstanding Notes whose Holders must consent to payment of principal of any such supplemental indenture or interest on the Notes, any waiver provided for in this Indenture; or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or (c) impair the right to institute suit for the enforcement of any payment with respect to the provisions Notes. Upon the request of the Issuer and the Guarantor, accompanied by a Board Resolution from each of the Issuer and the Guarantor complying with the first paragraph of this Indenture requiring the application Section and evidence of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling Class, the consent of the Holders of the Notes as aforesaid and such other documents, if any, as may be required by Section 7.1, the Trustee shall join with the Issuer and the Guarantor in the execution of which is required for any such supplemental indentureindenture unless such supplemental indenture affects the Trustee's own rights, duties or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of immunities under this Indenture or otherwise, in which case the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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 Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of Noteholders the Holders 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. (c) . 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 Indenture Trustee shall mail give notice thereof (i) to the Holders of the Notes to which such supplemental indenture relates then Outstanding Notes, 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 register of such supplemental indenturethe Registrar. Any failure of the Indenture Trustee 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 the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Majority Holders delivered to the Issuer and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Note Balance principal amount of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Holders delivered to the Issuer and the Indenture TrusteeNotes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, furtherhowever, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon interest rate applicable thereto, the Special Redemption Price, or the Redemption Price with respect theretoTermination Price, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral assets of the Trust to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of a redemption, on or after the Special Redemption Date or Termination Date, as applicable); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”the term "Outstanding"; (viv) reduce the percentage of the Outstanding Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral assets of the Trust pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes; (viv) modify any provision of this Section 9.2 except to increase any percentage specified herein in favor of the Noteholders, 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; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinherein or in Article X of the Pooling and Servicing Agreement; or (viiivii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral assets of the Trust or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this IndentureIndenture or by the Policy. (b) The Indenture Trustee may in its discretion or at the advice of counsel determine whether or not any Notes would be affected (such that the consent of each would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive 49 Page 49 upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture become effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall be sufficient if a Majority in Voting Interest of the Notes approves the substance, but not be necessary for any Act of Noteholders under this Section to approve the particular form form, of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (cd) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of Majority Holders, the Swap Counterparty and (so long as no Note Insurer Default shall have occurred and be continuing) the Note Balance of Insurer, the Controlling ClassIssuer, by Act of such Holders delivered to the Issuer Servicer, the Trustee, the Custodian and the Indenture Trustee, Back-up Servicer may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall become effective without (i) the consent of each of the Holders of the Notes, or the Swap Counterparty, adversely affected thereby, and (ii) so long as any Notes remain Outstanding, satisfaction of the Rating Agency Condition if such amendment or supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Note Balance principal amount of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a) or 6.01(b) or any defined term used therein, or Section 13.03. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, the Trustee and the Indenture Trustee Note Insurer (and the Control Party and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agencies, the Notes to which such supplemental indenture relates Note Insurer, the Back-up Servicer, the Swap Counterparty and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Majority Holders delivered to the Issuer and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon Outstanding Note Balance thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Outstanding Note Balance of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, the The Issuer and the Indenture Trustee, when authorized by an Issuer Orderthe Issuer, also may, subject with prior notice to satisfaction of the Rating Agency Condition Agencies and with the consent of the Noteholders representing not less than 51% Holders of a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance Outstanding Amount of the Controlling ClassNotes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”the term "Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral Trust Estate pursuant to Section 5.045.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or any of the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture. (b) . The Indenture Trustee may in its discretion or at the advice of counsel 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 Noteholders shall approve the substance thereof. (c) . Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of Control Party, the Note Balance of Issuer, the Controlling Class, by Act of such Holders delivered to the Issuer Trustee and the Indenture Trustee, Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon Outstanding Balance thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Outstanding Note Balance of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back‑up Servicer and each Noteholder a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure Notwithstanding anything to the contrary in this Section 10.02, the consent of the Indenture Trustee Noteholders shall not be required with respect to mail such noticeany supplemental indenture necessary to prevent the Issuer from being subject to registration under the Investment Company Act of 1940, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureas amended.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the consent of the Noteholders representing not less than 51% a majority of the Note Balance of the Outstanding Notes of the Controlling 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in 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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance of the Controlling ClassClass of Notes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) modify any provision of this Section 9.01 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder of the security provided by the lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.01, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee 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 the Noteholders. (a) Except as permitted by Section 9.02, the The Issuer and the Indenture Trustee, when authorized by an Issuer Orderthe Issuer, also may, subject with prior notice to satisfaction of the Rating Agency Condition Agencies and with the consent of the Noteholders representing not less than 51% Holders of a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance Outstanding Amount of the Controlling ClassNotes, the consent of all the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”the term "Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral Trust Estate pursuant to Section 5.045.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or any of the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture. (b) . The Indenture Trustee may in its discretion or at the advice of counsel 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 Noteholders shall approve the substance thereof. (c) . Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Holders delivered to the Issuer and the Indenture TrusteeMajority Noteholders, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee)purpose; provided, furtherhowever, that that, no such supplemental indenture shall, without the prior written consent of all of the Holder of each outstanding Note affected therebyNoteholders: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on the Notes or any other amount owed by the Issuer under the Basic Documents, or reduce or increase the Initial Stated Percentage Interest of any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect theretointerest rate thereon, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral Trust Estate to payment of principal of or interest on the NotesNotes or any other amount owed by the Issuer under the Basic Documents, or change any place of payment where, or the coin or currency in which, any Note the Notes or the interest thereon or any other amount owed by the Issuer under the Basic Documents is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due amountdue on the Notes or any other amount owed by the Issuer under the Basic Documents on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iiiii) reduce the percentage of the Purchased Note Balance or the Note Balance of the Controlling ClassPercentage Interest, the consent of the Holders of Notes of which is required for any such supplemental indenture, or eliminate the requirement that the Majority Noteholders consent thereto, or the consent of the Holders of Notes of which or the Majority Noteholders is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of the term “NotesOutstanding”; (v) reduce the percentage of the Notes Purchased Note Percentage Interest required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral Trust Estate or eliminate the requirement that the Majority Noteholders so direct pursuant to Section 5.045.4(a); (vi) 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; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount or timing of any payment of interest or principal due on any Note the Notes on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted or contemplated hereinherein or in any of the Basic Documents, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Noteholders of the security provided by the lien Lien of this Indenture. (b) The Indenture Trustee may in its discretion or at the advice of counsel 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. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures With Consent of the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Majority Holders delivered to the Issuer and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Note Balance principal amount of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a) or 6.01(b) or any defined term used therein, or Section 13.03. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Majority Holders delivered to the Issuer and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note Balance or the Note Balance principal amount of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Majority Holders delivered to the Issuer and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon Outstanding Note Balance thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Note Balance or the Note Balance Balances of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, With the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, subject to satisfaction of the Rating Agency Condition and with the prior written consent of the Noteholders representing not less than 51% of the Note Balance of the Controlling Class, by Act of such Holders delivered to the Issuer Control Party and the Indenture TrusteeServicer, the Issuer, the Trustee and the Custodian may enter into an amendment or modification to this indenture or into 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; Indenture (other than as provided that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trusteein Section 10.01 hereof); provided, furtherhowever, that no such amendment or supplemental indenture shall, shall become effective without the consent of each of the Holder Holders of each outstanding Note the Notes adversely affected therebythereby if such amendment or supplemental indenture shall: (ia) change the Stated Maturity Date of any Final Scheduled Payment Dates, Note or the due date of payment of any installment of principal of, or method of computing principal of, or any installment of interest on on, any Note, or reduce change the principal amount thereof, the Interest Rate thereon Outstanding Note Balance thereof or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, applicable Note Rate thereof 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (payment; or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Outstanding Note Balance or the Note Balance Balances of the Controlling ClassOutstanding Notes, the consent of the Holders of Notes of which is required for any such amendment or supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for in, this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”; (v) reduce the percentage of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04; (vi) 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 Events of Default or waived without the consent of the Holder of each Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained hereintheir consequences; or (viiic) impair or adversely affect the priority of any payments payable by the Trustee from the Collection Account on each Payment Date under this Indenture; or (d) permit the creation of any lien Lien ranking prior to or to, on a parity with with, or subordinate to the lien Lien of this Indenture the Trustee with respect to any part of the Collateral or, except as otherwise permitted or contemplated hereinexpressly provided in this Indenture, terminate or release the lien Lien of this Indenture the Trustee on any property material portion of the Collateral at any time subject hereto to the Indenture or deprive the Noteholder any Secured Party of the security provided afforded by the lien Lien of this Indenture.; or (be) modify or alter any of the provisions of this Section 10.02 or any defined term used in Sections 10.01 or 10.02 of this Indenture (or any defined term used therein), except to increase the percentage of Holders 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 each Noteholder affected thereby; or (f) modify Sections 6.01(a), 6.01(b), or Section 13.03 or any defined term used therein. The Indenture Trustee may is hereby authorized to join in its discretion the execution of any such amendment or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and to make any such determination shall further appropriate agreements and stipulations that may be conclusive upon therein contained, but the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for obligated to enter into any such determination made amendment or supplemental indenture that affects in good faith. It shall not be necessary for any Act of Noteholders adverse respect the Trustee’s own rights, duties, liabilities or immunities 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. (c) Indenture or otherwise. Promptly after the execution by the Issuer Issuer, the Servicer, and the Indenture Trustee (and all Noteholders if required to approve such amendment or supplement) of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of Rating Agency, the Notes to which such supplemental indenture relates Back-up Servicer and each Noteholder 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 the Noteholders. (a) Except as permitted by Section 9.02, the The Issuer and the Indenture Trustee, when authorized by an Issuer Orderthe Issuer, also may, subject with prior notice to satisfaction of the Rating Agency Condition Agencies [(and for so long as any Notes are listed thereon, to the Luxembourg Stock Exchange)] and with the consent of the Noteholders representing not less than 51% Holders of a majority of the Note Balance Outstanding Amount of the Controlling ClassNotes, 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 that the Issuer shall have received a Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby: (i) change any Final Scheduled Payment Dates, the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance or the Note Balance Outstanding Amount of the Controlling ClassNotes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of, of this Indenture or certain defaults hereunder and their consequences provided for in, in this Indenture; (iii) change the definition of “Controlling Class,” “Note Balance”, “Outstanding” or any other provision hereof specifying the number or percentage of Holders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder; (iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, any other obligor on the Notes, the Depositor or any Affiliate of any of them, or definition of “Notes”the term "Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to be represented to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral Trust Estate pursuant to Section 5.045.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or any of the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any lien Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral Trust Estate or, except as otherwise permitted or contemplated hereinherein or in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Noteholder Holder of any Note of the security provided by the lien of this Indenture. (b) . The Indenture Trustee may in its discretion or at the advice of counsel 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 Noteholders shall approve the substance thereof. (c) . Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.