Common use of AMENDMENTS WITH CONSENT OF NOTEHOLDERS Clause in Contracts

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1, with prior notice to the Note Rating Agency and the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes affected by such amendment of this Indenture, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture of modifying in any manner the rights of the Holders of the Notes of each such Class under this Indenture; provided, however, that no such amendment will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any payment on any Note; (d) reduce the percentage in the Class Invested Amount of the Outstanding Notes (or of the Outstanding Notes of any Class), the consent of whose Holders is required for any such Amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (e) modify any of the provisions of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Class. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will be sufficient if such Act will approve the substance thereof.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, any NoteSeries Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Series Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any amendment pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, the Issuer, the Administrator and the Indenture Trustee, when authorized by an Issuer Order provided by the Servicer, also may, with prior written notice to the Note Rating Agency Agencies and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer Issuer, the Administrator and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; provided, however, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of the Series Supplement; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer, the Administrator and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee and the Administrator shall be provided with and may conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee and the Administrator may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s or the Administrator’s, as the case may be, own rights, duties or immunities, as the case may be, under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1, with prior notice to the Note Rating Agency and (a) With the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes affected by such amendment of this IndentureMBIA and the Controlling Holders, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes hereunder other than as described in paragraphs (a) through (g) of each such Class under this IndentureSection 9.01; provided, however, that no such amendment willshall, without the consent of the Holder Holders of each Outstanding outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of interest on any Note, or change a Payment Date or Stated Maturity Date of any Note or the due date of any installment of principal of, or any installment of interest on, any Note; (b) , or reduce the Note Balance of, principal amount thereof or the Note Interest Rate on or change any Noteplace of payment where, or change the method of computing coin or currency in which, any Note or the Note Balance interest thereon is payable, or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any payment on any Note;such payment; or (dii) reduce the percentage in the Class Invested Amount of A Note Balance or the Outstanding Notes (or of the Outstanding Notes of any Class)Class B Note Balance, the consent of whose the Holders of which is required for any such Amendmentamendment, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or Events of defaults hereunder and Default or their consequences, provided for in this Indenture;; or (eiii) impair or adversely affect the Trust Estate; or (iv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; or (v) modify any of the provisions of this Section or Section 8.159.02, except to increase any the percentage of Holders required to consent to for any such amendment modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the each Holder of each Outstanding Note affected thereby;; or (fvi) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on parity with the lien in favor of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture Trustee for on any property at any time subject hereto or deprive the benefit Holder of any Note of the Holders security afforded by the lien of the Notesthis Indenture; or (gvii) change modify any of Section 12.02(d) hereof. (b) The Indenture Trustee is hereby authorized to join in the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes execution of any other Classamendment pursuant to clause (a) above and to make any further appropriate agreements and stipulations that may be therein contained, but the Indenture Trustee shall not be obligated to enter into any such amendment that affects the Indenture Trustee's own rights, duties, liabilities, indemnities or immunities hereunder. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Issuer shall mail to the Holders of the Notes, MBIA, the Custodian and the Rating Agencies a copy of such amendment.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Insurer (for so long as it is the Controlling Party) and the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that if the Controlling Party is not the Insurer, no such amendment shall adversely affect the interests of the Insurer; and PROVIDED, FURTHER that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; provided, however, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, any NoteSeries Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Series Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior 47 written notice to the Note Rating Agency Agencies and with the consent of the Insurer (for so long as it is the Controlling Party) and the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that if the Controlling Party is not the Insurer, no such amendment shall adversely affect the interests of the Insurer; and PROVIDED, FURTHER that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of the Series Supplement; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1, with prior notice to the Note Rating Agency and With the consent of the Holders of more than 50% (by Class Invested Amount) a majority in principal amount of each Class of the Notes affected by such amendment of this Indenture, by Act of said Holders delivered to the Issuer and the Indenture TrusteeOutstanding, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion)Company, when authorized by a Board Resolution, may enter into an amendment of this Indenture amend these Terms and Conditions for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this Indenture hereof or of modifying in any manner the rights of the Holders of the Notes of each such Class under this IndentureNoteholders hereunder; provided, however, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the scheduled payment date Stated Maturity of the principal of, or any payment installment of principal of or interest on on, any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance of, Principal Amount thereof or the Note Interest Rate on any Noterate of interest thereon, or change the method of computing coin or currency in which any Note or the Note Balance interest thereon is payable, or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on any Note;or after the Redemption Date), or (d2) reduce the percentage in the Class Invested Amount principal amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose Holders is required for any such Amendmentamendment of these terms and conditions, or the consent of whose Holders is required for any waiver of compliance with the certain provisions of this Indenture these Terms and Conditions or of certain defaults hereunder and their consequences, consequences provided for in this Indenture;herein, or (e3) modify any of the provisions of this Section or Section 8.15Condition 11(K), except to increase any such percentage of Holders required to consent to any such amendment or to provide that certain other provisions of this Indenture cannot these Terms and Conditions be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;, (f4) permit modify any of the creation provisions of any lien or other encumbrance on the Collateral that is prior these Terms and Conditions relating to the lien in favor subordination of the Indenture Trustee for the benefit of Notes in a manner adverse to the Holders of the Notes; thereof, or (g5) change the method of computing the amount of principal of, or interest on, modify any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders provisions of Notes of such Class with respect these Terms and Conditions relating to such covenant Conversion Rights or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Classredemption rights. It will shall not be necessary for any Act of Noteholders under this Section Condition to approve the particular form of any proposed amendmentamendment to the Terms and Conditions, but it will shall be sufficient if such Act will shall approve the substance thereof.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Note Rating Agency Agencies and with the consent of [the Insurer (for so long as it is the Controlling Party) and ]the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that [if the Controlling Party is not the Insurer, no such amendment willshall adversely affect the interests of the Insurer; and provided further that ]no such amendment shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such Amendmentby the Series Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of the Series Supplement; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1, with prior notice to the Note Rating Agency and the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes affected by such amendment of this Indenture, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer Issuer, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer), the Administrative Agent and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture of modifying in any manner the rights of the Holders of the Notes of each such Class under this Indenture; provided, however, that no such amendment will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any payment on any Note; (d) reduce the percentage in the Class Invested Amount of the Outstanding Notes (or of the Outstanding Notes of any Class), the consent of whose Holders is required for any such Amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (e) modify any of the provisions of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Class. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will be sufficient if such Act will approve the substance thereof.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; provided, however, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance ofprincipal amount thereof, the interest rate thereon, change the provision of this Indenture relating to the application of collections on, or the Note Interest Rate proceeds of the sale of, any Series Trust Estate to payment of principal of or interest on any Notethe Notes, or change any place of payment where, or the method of computing coin or currency in which, any Note or the Note Balance or Note Interest Rate in a manner that interest thereon is adverse to the Noteholder; payable; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Note; the Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; ; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; ; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Series Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any amendment pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1, with prior notice to the Note Rating Agency and the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes affected by such amendment of this Indenture, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture of modifying in any manner the rights of the Holders of the Notes of each such Class under this Indenture; provided, however, that no such amendment will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any payment on any Note; (d) reduce the percentage in the Class Invested Amount of the Outstanding Notes (or of the Outstanding Notes of any Class), the consent of whose Holders is required for any such Amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (e) modify any of the provisions of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Class. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will be sufficient if such Act will approve the substance thereof.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition This -------------------------------------- Agreement may be amended from time to any amendment permitted pursuant to Section 12.1, time by the Transferor and the Owner Trustee with prior notice to the Note Rating Agency consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Notes as of the close of business on the preceding Payment Date and the consent of the Residual Interestholder (which consent, whether given pursuant to this Section 8.2 or pursuant to any other ----------- provision of this Agreement, shall be conclusive and binding on such Person and on all future Holders of more than 50% (by Class Invested Amountsuch Notes or Residual Interest and of any Notes or Residual Interest issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notes or Residual Interest) of each Class of Notes affected by such amendment of this Indenture, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Agreement, this Indenture or of modifying in any manner the rights of the Holders of Noteholders or the Notes of each such Class under this IndentureResidual Interestholder; provided, however, that no such amendment willshall (a) increase or -------- ------- reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Residual Interestholder (it being understood that the issuance of any Notes after the Initial Closing Date as contemplated by this Agreement, the Trust Sale and Servicing Agreement and the Indenture and the specification of the terms and provisions thereof pursuant to a Series Supplement shall not be deemed to have such effect for purposes hereof), (b) adversely affect the rating of any Series or Class of Notes without the consent of the Holders of two-thirds of the Outstanding Amount of such Series or Class of Notes or (c) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the Holder Holders of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change a Payment Date or Stated Maturity Date of any Note; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (c) impair the right to institute suit for the enforcement of any payment on any Note; (d) reduce the percentage in the Class Invested Amount all of the Outstanding Notes (or and all of the Outstanding Notes of any Class), the consent of whose Holders is required for any such Amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (e) modify any of the provisions of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Class of Notes, or which modifies the rights of the Holders of Notes of such Class Voting Interests with respect to the Residual Interest then outstanding. Prior to the execution of any such covenant amendment, supplement or other provisionconsent, will be deemed not to affect the rights under this Indenture Owner Trustee shall furnish written notification of the Holders substance of Notes of any other Class. It will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed such amendment, but it will be sufficient if such Act will approve supplement or consent to the substance thereofRating Agencies and the Indenture Trustee.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, any NoteSeries Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Series Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, the Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, with prior written notice to the Note Rating Agency Agencies and with the consent of the Insurer (for so long as it is the Controlling Party) and the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; providedPROVIDED, howeverHOWEVER, that if the Controlling Party is not the Insurer, no such amendment shall adversely affect the interests of the Insurer; and PROVIDED, FURTHER that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, the Series Trust Estate to payment of principal of or interest on the Notes, or change any Noteplace of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of the Series Supplement; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee's own rights, duties or immunities under this Indenture.

AMENDMENTS WITH CONSENT OF NOTEHOLDERS. In addition to any amendment permitted pursuant to Section 12.1Except as otherwise provided in the Series Supplement, with prior notice to the Note Issuer and the Indenture Trustee, when authorized by an Issuer Order provided by the Master Servicer, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Holders of more not less than 50% (by Class Invested Amount) a majority of the Outstanding Amount of each Class class of Notes affected by such amendment of this Indenturethereby, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), may enter into an amendment of this Indenture 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 of each such Class under this Indenture; provided, however, that no such amendment willshall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the scheduled payment date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon, change a Payment Date the provision of this Indenture relating to the application of collections on, or Stated Maturity Date the proceeds of the sale of, any NoteSeries Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (b) reduce the Note Balance of, or the Note Interest Rate on any Note, or change the method of computing the Note Balance or Note Interest Rate in a manner that is adverse to the Noteholder; (cii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any payment such amount due on any Notethe Notes on or after the respective due dates thereof; (diii) reduce the percentage in of the Class Invested Outstanding Amount of the Outstanding Notes (or of the Outstanding Notes of any Class)Notes, the consent of whose the Holders of which is required for any such AmendmentSeries Supplement, or the consent of whose the Holders of which is required for any waiver of compliance with the certain provisions of this Indenture or of certain defaults hereunder and their consequences, consequences provided for in this Indenture; (eiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust Estate pursuant to Section 5.4; (vi) modify any of the provisions provision of this Section or Section 8.15, except to increase any percentage of Holders required to consent to any such amendment specified herein or to provide that other certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in the Series Supplement; or (viii) permit the creation of any lien or other encumbrance on the Collateral that is ranking prior to or on a parity with the lien in favor of the Indenture Trustee for the benefit of the Holders of the Notes; or (g) change the method of computing the amount of principal of, or interest on, any Note on any date. An amendment of this Indenture which changes with respect to any part of the Series Trust Estate or, except as otherwise permitted or eliminates any covenant contemplated herein or other provision in the Series Supplement or the Series Related Documents, terminate the lien of this Indenture which has expressly been included solely for on any property at any time subject hereto or deprive the benefit Holder of one or more particular Class of Notes, or which modifies the rights any Note of the Holders security provided by the lien of Notes of such Class with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other ClassIndenture. It will shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment relates a notice setting forth in general terms the substance of such amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. Prior to the execution of any amendment to this Indenture, the Indenture Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Indenture Trustee's own rights, duties or immunities under this Indenture.