Common use of Acts of Noteholders Clause in Contracts

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder of any [Group I] or [Group II] Notes, as applicable, shall bind the holder of every [Group I] or [Group II] Note, respectively, issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders Noteholders or a series of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for indt.form.01.wpd any purpose of this Indenture and (subject to Section 6.01SECTION 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSECTION 11.3. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] Notes (or [Group II] any one or more Predecessor Notes, as applicable, ) shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.1 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 11.3. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Class A Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Class A Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Class A Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done.done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Class A Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders Noteholders shall be given or taken in accordance with the terms of this Indenture by Noteholders holding Notes as of the [Group I] or [Group II] Notes, as applicable, most recent Record Date and may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writingwriting and satisfying any requisite percentages as to the minimum number or Dollar value of outstanding principal amount represented by such Noteholders; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is to the extent hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders --- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.Section 12.03. ------------- (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerIssuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.01 hereof) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this SectionSection 10.03 hereof. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee Trustee, the Securities Administrator or the Issuer Issuing Entity in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, -------------------- authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "Act of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders" signing such instrument or ---------------------- instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 13.02. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership principal amount and registered numbers of [Group I] or [Group II] NotesNotes held by any Person, as applicableand the date of his holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of such Note and of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders --- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.01 hereof) conclusive in ------------ favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.Section 11.03. ------------- (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerOwner Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.015.01) conclusive in favor of the Indenture Trustee and the IssuerOwner Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership Note Balance and serial numbers of [Group I] or [Group II] NotesNotes held by any Person, as applicableand the date of holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, election, declaration, waiver or other action by the holder act of any [Group I] or [Group II] Notes, as applicable, Noteholder shall bind every future Noteholder of the holder same Note and the Noteholder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done, suffered or omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerIssuer and after prior written notice is given to the Swap Counterparty of material requests, demands, authorizations, directions, notices, consents, waivers or other actions. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by their agents duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 12.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.017.01 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 13.02. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Note shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration -108- 108 of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and the Securities Administrator, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein herein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.1) conclusive in favor of the Indenture Trustee Trustee, the Securities Administrator and the Issuer, if made in the manner provided in this SectionSection 11.3. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that each of the Indenture Trustee and the Securities Administrator deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Noteholder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Noteholder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee Trustee, the Securities Administrator or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the IssuerCo-Issuers, if made in the manner provided in this SectionSection 14.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership principal amount and registered numbers of [Group I] or [Group II] NotesNotes held by any Person, as applicableand the date of his holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of such Note and of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer Co-Issuers in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerIssuers. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the IssuerIssuers, if made in the manner provided in this SectionSection 13.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership principal amount and registered numbers of [Group I] or [Group II] NotesNotes held by any Person, as applicableand the date of his holding the same, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of such Note and of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer Issuers in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and , and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, Trustee and where it is hereby expressly required, required to the Issuer. Such instrument Trust, the Note Insurer, the Letter of Credit Bank or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.017.01 hereof) conclusive in favor of the Indenture Trustee Trustee, the Trust, First Sierra and the IssuerServicer, if made in the manner provided in this SectionSection 5.07. (b) The fact and date of the execution by any person Noteholder of any such instrument or writing may be proved proven in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved proven by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action act by the holder of any [Group I] or [Group II] Notes, as applicable, a Noteholder shall bind the every holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, done or omitted or suffered to be done by the Indenture Trustee Trustee, the Trust or the Issuer Servicer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this the Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” AAct@ of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this the Indenture and (subject to Section 6.017.01 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 13.02. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Note shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, ------------------- direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "Act of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders" ---------------------- signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of ------------ the Indenture Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Wherever in this Indenture a provision is made that an action may be taken or a notice, demand or instruction given by Noteholders, such action, notice or instruction may be taken or given by any Noteholder, unless such provision requires a specific percentage of Noteholders. Notwithstanding anything in this Indenture to the contrary, so long as any other Person is a Noteholder, none of the Seller, the Issuer or any Affiliate controlled by Oportun or controlling Oportun shall have any right to vote with respect to any Note. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.0111.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.. 102 4140-8886-1733.4 (bc) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any customary manner that of the Indenture Trustee deems sufficientTrustee. (cd) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (de) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, such Notes shall bind such Noteholder and the holder Holder of every [Group I] or [Group II] Note, respectively, Note and every subsequent Holder of such Notes issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] Majority Representative, Noteholders or [Group II] Notesthe Residual Interestholder, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by the Majority Representative, such Holders of Noteholders or the [Group I] or [Group II] NotesResidual Interestholder, as applicable, in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action or actions embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” ”, the “Act of the Holders Majority Representative”, the “Act of Noteholders” or the “Act of the [Group I] or [Group II] NotesResidual Interestholder”, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 14.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership principal amount and registered numbers of [Group I] or [Group II] NotesNotes held by any Person, as applicableand the date of his holding the same, shall be proved by the Note Notes Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, a Note shall bind the holder such Noteholder (and any transferee thereof) and of every [Group I] or [Group II] Note, respectively, such Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the IssuerTrust. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the IssuerTrust, if made in the manner provided in this SectionSection 12.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer Trust in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and , and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuer. Such instrument Trust or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, signing such instrument or instrumentsServicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.017.01 hereof) conclusive in favor of the Indenture Trustee Trustee, the Trust, First Sierra and the IssuerServicer, if made in the manner provided in this SectionSection 5.07. (b) The fact and date of the execution by any person Noteholder of any such instrument or writing may be proved proven in any reasonable manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved proven by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action act by the holder of any [Group I] or [Group II] Notes, as applicable, a Noteholder shall bind the every holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, done or omitted or suffered to be done by the Indenture Trustee Trustee, the Owner Trustee, the Trust or the Issuer Servicer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.01 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 11.03. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the IssuerIssuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the IssuerIssuing Entity, if made in the manner provided in this SectionSection 11.03. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer Issuing Entity in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or the Pooling and Servicing Agreement to be given or taken by Holders Noteholders or a class of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.016.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 11.3. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any If, at any time, there is more than one Holder of the Notes, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture Security Agreement to be given or taken by the Noteholders shall, unless otherwise expressly provided herein, be taken by the Holders of 51% of the [Group I] aggregate Note Principal Balance of the Notes Outstanding (the “Majority Holders”) and, whether to be taken by all or [Group II] Notes, as applicableless than all of the Holders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents an agent duly appointed in writing; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeAgent, and, where it is hereby herein expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture Security Agreement and (subject to Section 6.01Article VII) conclusive in favor of the Indenture Trustee Agent, the Issuer and the IssuerCo-Issuers, if made in the manner provided in this SectionSection 1.2. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee Agent reasonably deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Note shall bind the holder Holder of every [Group I] or [Group II] Note, respectively, Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee Agent, the Issuer or the Issuer Co-Issuers in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.

Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders in person or by agents agent duly appointed in writingwriting and satisfying any requisite percentages as to minimum number or dollar value of outstanding principal amount represented by such Noteholders; and and, except as herein otherwise expressly provided provided, such action shall become effective when such instrument or instruments are delivered to the Indenture TrusteeTrustee and each Controlling Entity, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Holders of the [Group I] or [Group II] Notes, as applicable, Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this SectionSection 12.03. (b) The fact and date of the execution by any person Person of any such instrument or writing may be proved in any manner that which the Indenture Trustee deems sufficient. (c) The ownership of [Group I] or [Group II] Notes, as applicable, Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the holder Holder of any [Group I] or [Group II] Notes, as applicable, Notes shall bind the holder Holder (and any transferee thereof) of every [Group I] or [Group II] Note, respectively, Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such [Group I] or [Group II] Note, as applicable.