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

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if that (i) the Rating Agency Condition shall have been satisfied with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or any party then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, with respect to this Indenture is unable supplemental indentures relating to sign any amendment due to its dissolution, winding up matters other than those specified in clause (y) below or comparable circumstances, then (y) the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby shall have consented thereto, with respect to any supplemental indenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change the due Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Prepayment Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (v) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct or consent to a sale or liquidation by the Indenture Trustee to direct of the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale or liquidation would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and/or the Certificates, as applicable; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery Indenture Trustee may in its discretion or upon receipt of an Officer’s Certificate to the Indenture Trustee, Opinion of Counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies by consent of the Issuer Insurer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than 51% of any Note issued upon the registration Outstanding Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party that, subject to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent express rights of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, thatInsurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (iib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiic) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivd) modify or alter the provisions of the second proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (ve) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.04; (f) decrease the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected therebyDocuments; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiig) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of lien created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of lien created by this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies by Agency Condition, with the Issuer consent of the Insurer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than 51% of any Note issued upon the registration Outstanding Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party that, subject to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent express rights of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, thatInsurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (iib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiic) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivd) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (ve) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.04; (f) decrease the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected therebyDocuments; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiig) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of lien created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of lien created by this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant and with prior written notice to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Rating Agencies, by Act of such Note Holders delivered to the Issuer and of the Indenture Trustee, at any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Payment Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon Interest Rate applicable thereto or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or (B) the definition of the term “Majority NoteholdersNote Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Outstanding Amount Note Balance the consent of the Holders of Notes of which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance of the Notes the consent of which is required to direct for such supplemental indenture or the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4amendment of any other Basic Document; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee’s written consent. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Noteholders to which such supplemental indenture relates a notice setting forth in general terms the Notes a copy substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change any Payment Date or the due date Final Maturity Date of any installment of principal of or interest on any Note, the Notes or reduce the principal amount thereof, the interest rate Note Interest Rate thereon or the Redemption Price with respect thereto, or change the order or content earliest date on which any Note may be redeemed at the option of the clauses Issuer, change any place of payment where, or the coin or currency in the priority of distributions relating to payment of principal of which, any Note or any interest on the Notes; (ii) thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (iii2) reduce the percentage of the Outstanding Amount Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (iv3) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” this Section, Section 5.13 or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section 5.17(b), except to increase any percentage specified herein therein or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii4) modify any of or alter the provisions of this Indenture in such manner as the proviso to affect the calculation definition 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 herein; orterm "Outstanding"; (viii5) permit the creation of any Lien ranking prior to or on a parity with lien other than the Lien lien of this Indenture with respect to any part of the Trust Property or, Estate (except as otherwise permitted for Permitted Encumbrances) or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the Lien lien of this Indenture; (6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Required Payment Amount for any Payment Date (including the calculation of any of the individual components of such Required Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (7) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to any Swap Counterparty and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder at least a majority of a Note given pursuant to this Section or pursuant to any other provision the Outstanding Amount of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Notes, by Act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture 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 (iiother than pursuant to the terms and conditions of the Reset Rate Notes or pursuant to the Reset Rate Note Procedures set forth in Appendix A-2 to this Indenture) or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the Lien lien of this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Swap Counterparty. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if that (i) the Rating Agency Condition shall have been satisfied with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or any party then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, with respect to this Indenture is unable supplemental indentures relating to sign any amendment due to its dissolution, winding up matters other than those specified in clause (y) below or comparable circumstances, then (y) the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby shall have consented thereto, with respect to any supplemental indenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change the due Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Prepayment Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (v) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct or consent to a sale or liquidation by the Indenture Trustee to direct of the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale or liquidation would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and/or the Certificates, as applicable; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery Indenture Trustee may in its discretion or upon receipt of an Officer’s Certificate to the Indenture Trustee, Opinion of Counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Majority Noteholders (which consent of any Holder Holders of a Note given pursuant to this Section or pursuant to any other provision majority of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Outstanding Amount of the Notes, voting as a single class by Action of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect theretoredemption price therefor, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (ii2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iii3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv4) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (v5) 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 Owner Trust Property Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.45.04(d)(4); (vi6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 Amount of the Notes contained hereinnecessary to amend the Indenture; or (viii7) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized requested by an Issuer Order, also may, with prior notice the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, by Action of such Noteholders delivered to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Trustee, enter into an indenture one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party subject to this Indenture is unable prior notice to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; Rating Agencies and provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i1) change the due Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii2) reduce the percentage of the Outstanding Amount of the NotesAmount, the consent of the Holders Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their consequences provided for in this Indenture; (iv3) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding;”; (v4) 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 Owner Trust Property Estate pursuant to Section 5.45.04(d)(4), if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (vi5) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected therebyAmount of the Notes necessary to amend the Indenture; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii6) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture; or (7) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Noteholders and Certificateholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the Notes a copy substance of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration principal amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes Outstanding, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any party material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to this Indenture is unable such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to sign be characterized for Federal or any amendment due to its dissolutionthen Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, winding up and (iv) (x) such action shall not materially adversely affect the rights or comparable circumstancesobligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, then or impair the consent ability of the Majority Noteholders Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (y) each Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be sufficient deemed to amend this Indenture without have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such party’s signatureconsent); provided and provided, further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Stated Maturity Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (viv) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith or on the basis of an Opinion of Counsel. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to each Swap Counterparty a copy of such supplemental indenture and to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by Trust and the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change any Payment Date or the due Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of any installment of principal of or interest on any Notethe Sponsor, change payment where, or reduce the principal amount thereofcoin or currency in which, the any Note or any interest rate thereon or the Redemption Price with respect theretois payable, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (iiib) reduce the percentage of the Outstanding Amount Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (ivc) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified herein therein or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viid) modify any of or alter the provisions of this Indenture in such manner as the proviso to affect the calculation definition 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 herein; orterm "Outstanding;" (viiie) permit the creation of any Lien ranking prior to or on a parity with lien other than the Lien lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the Lien lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a copy notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Required Holders, by Act of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price Date Amount with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Transaction Documents; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiivi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of lien created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of lien created by this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Indenture Trusteeconsent (evidenced as provided in Section 10.01 hereof) of the Holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding, considered as one class, the Company, when authorized by an Issuer OrderBoard Resolution, also may, with prior notice and the Trustee may from time to the Rating Agencies by the Issuer time and with the consent of the Majority Noteholders (which consent of at any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if any party to this Indenture is unable to sign any amendment due to its dissolutionthere shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, winding up or comparable circumstancesbut less than all, of such series, then the consent only of the Majority Noteholders Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be sufficient to amend this Indenture without such party’s signaturerequired; provided further, however, that, further that no such supplemental indenture shall: (1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (i2) change the due date of any installment of principal of or interest on any Note, modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content Holders of the clauses in the priority of distributions relating which are required to payment of principal of or interest on the Notes; (ii) impair the right consent to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on supplemental indenture or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) to reduce the percentage of the Outstanding Amount of the Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which is required for case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes, waives or eliminates any waiver of compliance with certain provisions covenant or other provision of this Indenture (or certain defaults hereunder and their consequences provided any supplemental indenture) which has expressly been included solely for in this Indenture; (iv) modify the benefit of one or alter the provisions more series of the proviso to the definition of the term “Outstanding Amount” Notes, or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture such series with respect to any part of such covenant or provision, shall be deemed not to affect the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee Notes of any other series. (d) It shall not be liable necessary for the consent of the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determination. consent shall approve the substance thereof. (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail to give notice in the Holders of manner provided in Section 15.10 hereof, setting forth in general terms the Notes a copy substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of a majority of the Majority Noteholders (which consent Note Balance of any Holder of a the Controlling Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Class, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if that (i) the Rating Agency Condition shall have been satisfied with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or any party to this Indenture is unable to sign then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any amendment due to its dissolutionmaterial adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, winding up (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect the rights or comparable circumstancesobligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, then or impair the consent ability of the Majority Noteholders Issuer to fully perform any of its obligations under such Interest Rate Swap Agreement or (y) each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be sufficient deemed to amend this Indenture without have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such party’s signatureconsent); provided and provided, further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) modify or alter provisions of this Section 9.2; (ii) change the due Final Scheduled Distribution Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding or the Controlling Note Class, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iv) modify or alter (x) the provisions of the proviso to the definition of the term “Outstanding Amount” "Outstanding" or “Majority Noteholders”(y) the definition of "Controlling Note Class"; (v) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding or of the Controlling Note Class required to direct or consent to a sale or liquidation by the Indenture Trustee to direct of the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale or liquidation would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and/or the Certificates, as applicable; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate Note Balance of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery Indenture Trustee may in its discretion or upon receipt of an Officer’s Certificate to the Indenture Trustee, Opinion of Counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to each Swap Counterparty a copy of such supplemental indenture and to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies Agencies[, the Swap Counterparty] and the Administrator, by Act of such Holders delivered to the Issuer and with the consent of the Majority Noteholders (which consent of Indenture Trustee, at any Holder of a Note given pursuant time and from time to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that (i) no such supplemental indenture shallmay materially adversely affect the interests of any Noteholder without the consent of such Noteholder and (ii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (i) change any Class Final Distribution Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon Note Rate applicable thereto or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating 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; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available thereforfunds, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount Note Balance or the Note Balance of the Notes, Controlling Class the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture; (iv) modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”; (v) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of which is required for any waiver of compliance with certain such supplemental indenture amending the provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter which specify the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (v) reduce the applicable percentage of the Outstanding Amount Note Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without Controlling Class the consent of which is required for such supplemental indenture or the Holder amendment of each Outstanding Note adversely affected therebyany other Transaction Document; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest on or principal due on any Note of the Notes payable on any Distribution Date (Date, including the calculation of any of the individual components of such calculation; (viii) or modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinNotes; or (viiiix) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee . (b) It shall not be liable necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail [(A)] to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture [and (B) to the Swap Counterparty a copy of such amendment or supplemental indenture]. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. [Notwithstanding anything to the contrary in Section 9.1 or Section 9.2, no amendment or supplemental indenture to this Indenture, or any provision or definition set forth in any other Transaction Document which is incorporated by reference in this Indenture, may be entered into without the prior written consent of the Swap Counterparty if such amendment or supplemental indenture could have a materially adverse effect on the Swap Counterparty.]

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant and with prior written notice to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Rating Agencies, by Act of such Note Holders delivered to the Issuer and of the Indenture Trustee, at any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Payment Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon Interest Rate applicable thereto or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or (B) the definition of the term “Majority NoteholdersNote Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Outstanding Amount Note Balance of the Notes the consent of the Holders of Notes of which is required to direct for any such supplemental indenture amending the provisions of this Indenture Trustee to direct which specify the Issuer to sell applicable percentage of the Note Balance of the Notes the consent of which is required for such supplemental indenture or liquidate the Trust Property pursuant to Section 5.4amendment of any other Basic Document; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee’s written consent. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Noteholders to which such supplemental indenture relates a notice setting forth in general terms the Notes a copy substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of Noteholders holding not less than a majority of the Outstanding Note Amount, the Issuing Entity and the Indenture Trustee, when authorized directed by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into under Section 9.1 or this Section shall, without the consent of the Holder Noteholder of each Outstanding Note affected therebythereby and prior notice to the Rating Agencies: (ia) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect theretoprincipal amount of any Note, or change delay the order or content Final Scheduled Payment Date of any Note without the consent of the clauses in the priority Holder of distributions relating to payment of principal of or interest on the Notessuch Note; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage of the Outstanding Amount of the NotesNote Amount, the consent of the Holders Noteholders of which is required for any such supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their the consequences provided for in this Indenture; (ivc) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (vd) reduce the percentage of the Outstanding Note Amount of the Notes required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Property Estate pursuant to Section 5.4, if the proceeds of such sale would be insufficient to pay the Outstanding Note Amount plus accrued but unpaid interest on the Notes; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiie) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture; or (f) impair the right to institute suit for the enforcement of payment as provided in Section 5.7. The Issuer may, by Any such supplemental indenture shall be executed only upon delivery of an Officer’s Certificate Opinion of Counsel delivered to the Indenture TrusteeTrustee to the effect that such action shall not (A) affect the treatment of the Notes as debt for U.S. federal income tax purposes, determine (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Further, the Indenture Trustee shall be entitled to receive and conclusively rely upon an Officer's Certificate certifying as to whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, determination made in any way impair or affect the validity of any such supplemental indenturegood faith.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture (including any supplemental indenture to be entered into pursuant to Section 9.1 hereof) shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (i) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments or any other amount due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity; (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien of this Indenture. The Issuer may; or (vi) modify or change Section 2.4 or Article XV hereof; provided, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination. Promptly after promptly deliver, at least five Business Days prior to the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee Agent, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders Note Insurer (which unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, with the consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Majority, by Act of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment supplemental indenture due to its dissolution, winding up or comparable circumstances, then the consent of the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, the consent of a Note Majority Noteholders shall be sufficient to amend this Indenture without such party’s 's signature; provided furtherprovided, further however, that, subject to the express rights of the Note Insurer under the Basic Documents and notwithstanding Section 11.20, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provision of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating 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; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"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 Trust Property Estate pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration principal amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes Outstanding, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any party material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to this Indenture is unable such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to sign be characterized for Federal or any amendment due to its dissolutionthen Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, winding up and (iv) (x) such action shall not materially adversely affect the rights or comparable circumstances, then the consent obligations of the Majority Noteholders Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement or (y) the Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be sufficient deemed to amend this Indenture without have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such party’s signatureconsent); provided and provided, further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Stated Maturity Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (viv) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith or on the basis of an Opinion of Counsel. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Swap Counterparty a copy of such supplemental indenture and to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuing Entity and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer Trustee and with the consent of the Majority Noteholders Swap Provider (which consent if the Swap Agreement is still outstanding, unless an Opinion of any Holder of a Note given pursuant Counsel is delivered to this Section or pursuant the Indenture Trustee to any other provision of this Indenture shall be conclusive and binding on the effect that the Swap Agreement is not materially affected by such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notesupplemental indenture), the Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change any Payment Date or the due Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Balance thereof or the Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of any installment of principal of or interest on any Notethe Sponsor, change payment where, or reduce the principal amount thereofcoin or currency in which, the any Note or any interest rate thereon or the Redemption Price with respect theretois payable, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (iiib) reduce the percentage of the Outstanding Amount Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (ivc) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding;”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiie) permit the creation of any Lien ranking prior to or on a parity with lien other than the Lien lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the Lien lien of this Indenture; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders Note Insurer (which unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, with the consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Majority, by Act of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment supplemental indenture due to its dissolution, winding up or comparable circumstances, then the consent of the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, the consent of a Note Majority Noteholders shall be sufficient to amend this Indenture without such party’s 's signature; provided furtherprovided, further however, that, subject to the express rights of the Note Insurer under the Basic Documents and notwithstanding SECTION 11.20, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provision of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating 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; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"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 Trust Property Estate pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Noteholders, by Act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes any Noteholder under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby: (ia) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount balance thereof, the interest rate thereon or the Redemption Termination Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VV hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage of the Outstanding Amount of the NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivc) modify or alter the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or “Majority NoteholdersPercentage Interest”; (vd) reduce the percentage Percentage Interest of the Outstanding Amount Notes, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.04 hereof; (vie) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viif) 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 Payment Date (including the calculation of any of the individual components of such calculation) or to adversely affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiig) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Noteseach Noteholder, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after In connection with requesting the execution by consent of the Issuer and the Indenture Trustee of any supplemental indenture Noteholders pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section Agreement or pursuant to any other provision of this Indenture Agreement shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture Agreement without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date time of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provision of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Property to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of more than 66-2/3% in Outstanding Dollar Principal Amount of each Series or Class of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer, and the Indenture Trustee, as applicable, upon delivery of an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision Tax Opinion may enter into an amendment of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series or Class under this IndentureIndenture or any Indenture Supplement; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shallamendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due scheduled payment date of any installment payment of principal of or interest on any Note, or change an Expected Final Payment Date or Legal Maturity Date of any Note; (b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon or the Redemption Price with respect theretoon any Note, or change the order method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or content the Allocation Amount in a manner that is adverse to the Holder of the clauses in the priority of distributions relating to payment of principal of or interest on the Notesany Note; (iic) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date; (d) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note; (iiie) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the any Series or Class of Notes, the consent of the whose Holders of which is required for any such supplemental indentureamendment, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture; (ivf) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section 10.02 or Section 7.16, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viig) modify permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the provisions Indenture Trustee for the benefit of this the Holders of such Notes; (h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect Supplement; or (i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Distribution Date (including date. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the calculation benefit of any one or more particular Series or Class of the individual components of such calculation) Notes, or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien ranking prior to such Series or on a parity with the Lien of this Indenture Class with respect to any part of such covenant or other provision, will be deemed not to affect the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore Notes of any other Series or thereafter authenticated and delivered hereunderClass. The Indenture Trustee shall It will not be liable necessary for any such determination. Promptly after Act of Noteholders under this Section 10.02 to approve the execution by the Issuer and the Indenture Trustee particular form of any supplemental indenture pursuant to this Sectionproposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturesubstance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (iib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiic) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivd) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (ve) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4; (vif) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viig) 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 herein; or (viiih) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration principal amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes Outstanding, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any party material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to this Indenture is unable such action, (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to sign be characterized for Federal or any amendment due to its dissolutionthen Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, winding up and (iv) (x) such action shall not materially adversely affect the rights or comparable circumstances, then the consent obligations of the Majority Noteholders Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement or (y) the Swap Counterparty shall have consented thereto (so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than 10 Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be sufficient deemed to amend this Indenture without have been given if the Swap Counterparty does not object in writing within 10 Business Days of receipt of a written request for such party’s signatureconsent); provided and provided, further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Stated Maturity Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes and the Certificates; (viv) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith or on the basis of an Opinion of Counsel. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Swap Counterparty a copy of such supplemental indenture and to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if that (i) the Rating Agency Condition shall have been satisfied with respect to such action and (ii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or any party then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (iii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, with respect to this Indenture is unable supplemental indentures relating to sign any amendment due to its dissolution, winding up matters other than those specified in clause (y) below or comparable circumstances, then (y) the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby shall have consented thereto, with respect to any supplemental indenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change the due Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Prepayment Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iii) reduce the percentage of the Outstanding Amount principal amount of the NotesControlling Class or of the Notes Outstanding, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (v) reduce the percentage of the Outstanding Amount principal amount of the Controlling Class or the Notes Outstanding required to direct or consent to a sale or liquidation by the Indenture Trustee to direct of the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.45.4 if the proceeds of such sale or liquidation would be insufficient to pay the principal amount and accrued but unpaid interest on the Notes; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Controlling Class or of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery Indenture Trustee may in its discretion or upon receipt of an Officer’s Certificate to the Indenture Trustee, Opinion of Counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to any Swap Counterparty and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder at least a majority of a Note given pursuant to this Section or pursuant to any other provision the Outstanding Amount of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Notes, by Act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Indenture 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 (iiother than pursuant to the terms and conditions of the Reset Rate Notes or pursuant to the Reset Rate Note Procedures set forth in Appendix A-2 to this Indenture) or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the Lien lien of this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Swap Counterparty. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust, when authorized by an Issuer Ordera Trustees' Resolution, also may, with prior notice to and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, (i1) change the due date Stated Maturity of the principal of, or any installment of principal of or interest on on, any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretocoin or currency in which any Note or the interest thereon is payable, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);, or (iii2) reduce the percentage in principal amount of the Outstanding Amount of the Notes, the consent of the whose Holders of which is required for any such supplemental indenture, or the consent of the whose Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;, or (iv3) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section or Section 5.13, except to increase any such percentage specified herein or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any such determination. Promptly after Act of Noteholders under this Section to approve the execution by the Issuer and the Indenture Trustee particular form of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such proposed supplemental indenture. Any failure of , but it shall be sufficient if such Act shall approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturesubstance thereof.

Supplemental Indentures with Consent of Noteholders. The With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due date of any installment Payment Date or the Stated Maturity Date of principal of or interest on any Note, the Notes or reduce the principal amount thereof, the interest rate Note Interest Rate thereon or the Redemption Price with respect thereto, or change the order or content earliest date on which any Note may be redeemed at the option of the clauses Issuer, change any place of payment where, or the coin or currency in the priority of distributions relating to payment of principal of which, any Note or any interest on the Notes; (ii) thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (iiib) reduce the percentage of the Outstanding Amount Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (ivc) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” this Section, Section 5.13 or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section 5.17(b), except to increase any percentage specified herein therein or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viid) modify any of or alter the provisions of this Indenture in such manner as the proviso to affect the calculation definition 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 herein; orterm "Outstanding"; (viiie) permit the creation of any Lien ranking prior to or on a parity with lien other than the Lien lien of this Indenture with respect to any part of the Trust Property or, Estate (except as otherwise permitted or contemplated herein herein) or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the Lien lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes a copy of to which such supplemental indentureindenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuing Entity and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer Trustee and with the consent of the Majority Noteholders Swap Provider (which consent if the Swap Agreement is still outstanding, unless an Opinion of any Holder of a Note given pursuant Counsel is delivered to this Section or pursuant the Indenture Trustee to any other provision of this Indenture shall be conclusive and binding on the effect that the Swap Agreement is not materially affected by such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Notesupplemental indenture), the Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change any Payment Date or the due Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Balance thereof or the Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of any installment of principal of or interest on any Notethe Sponsor, change payment where, or reduce the principal amount thereofcoin or currency in which, the any Note or any interest rate thereon or the Redemption Price with respect theretois payable, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount installment of interest due on the Notes any Note on or after the respective due dates Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (iiib) reduce the percentage of the Outstanding Amount Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture; (ivc) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiie) permit the creation of any Lien ranking prior to or on a parity with lien other than the Lien lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided afforded by the Lien lien of this Indenture; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (i) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment 77 Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity; (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien of this Indenture. The Issuer may; provided, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination. Promptly after promptly deliver, at least five Business Days prior to the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee each Rating Agency, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant and with prior written notice to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Rating Agencies, by Act of such Note Holders delivered to the Issuer and of the Indenture Trustee, at any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (i) change any Final Scheduled Payment Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon Interest Rate applicable thereto or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or (B) the definition of the term “Majority NoteholdersNote Balance”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Outstanding Amount Note Balance of the Notes the consent of the Holders of Notes of which is required to direct for any such supplemental indenture amending the provisions of this Indenture Trustee to direct which specify the Issuer to sell applicable percentage of the Note Balance of the Notes the consent of which is required for such supplemental indenture or liquidate the Trust Property pursuant to Section 5.4amendment of any other Basic Document; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require its written consent. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Noteholders to which such supplemental indenture relates a notice setting forth in general terms the Notes a copy substance of such supplemental indenture. Any failure of by the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Majority Noteholders (which consent of any Holder Holders of a Note given pursuant to this Section or pursuant to any other provision majority of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Outstanding Amount of the Notes, voting as a single class by Action of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect theretoredemption price therefor, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (ii2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iii3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv4) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (v5) 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 Owner Trust Property Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.4;5.04(d)(4); 50 (NAROT 2019-C Indenture) (vi6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 Amount of the Notes contained hereinnecessary to amend the Indenture; or (viii7) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies by consent of the Issuer Insurer (unless an Insurer Default shall have occurred and be continuing), the Swap Counterparty and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration Outstanding Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party that, subject to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent express rights of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, thatInsurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the second proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.45.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiivi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of lien created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of lien created by this Indenture, and further provided that any such action will not, as evidenced by an Opinion of Counsel satisfactory to the Trustee, result in the creation of a new security. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Noteholders, by Act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes any Noteholder under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby: (ia) change to a later date the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount balance thereof, the interest rate thereon or the Redemption Termination Price with respect thereto, or change the order provisions of this Indenture in a manner which has the effect of reducing the amount of collections received by any Noteholder on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VV hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage of the Outstanding Amount of the NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivc) modify or alter the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or “Majority NoteholdersPercentage Interest”; (vd) reduce the percentage Percentage Interest of the Outstanding Amount Notes, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.04 hereof; (vie) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viif) 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 Payment Date (including the calculation of any of the individual components of such calculation) or to adversely affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiig) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery In connection with requesting the consent of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture Noteholders pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Majority Noteholders (which consent of any Holder Holders of a Note given pursuant to this Section or pursuant to any other provision majority of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Outstanding Amount of the Notes, voting as a single class by Action of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect theretoredemption price therefor, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (ii2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iii3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv4) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (v5) 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 Owner Trust Property Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.45.04(d)(4); (vi6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 Amount of the Notes contained hereinnecessary to amend the Indenture; or (viii7) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. 48 (NAROT 2019-A Indenture) The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Majority Noteholders (which consent of any Holder Holders of a Note given pursuant to this Section or pursuant to any other provision majority of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Outstanding Amount of the Notes, voting as a single class by Action of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect theretoredemption price therefor, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (ii2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iii3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv4) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (v5) 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 Owner Trust Property Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.45.04(d)(4); (vi6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 Amount of the Notes contained hereinnecessary to amend the Indenture; or (viii7) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. 49 (NAROT 2020-B Indenture) The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section Agreement or pursuant to any other provision of this Indenture Agreement shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture Agreement without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration outstanding principal amount of transfer thereof the Notes of each adversely affected Series or in exchange thereof or in lieu thereof whether or not notation Class, as applicable, of Notes Outstanding, by Act of such consent Holders delivered to the Issuer and the Indenture Trustee, and, to the extent that any such affected Series or Class is made rated by a Rating Agency, upon satisfaction of the Note)Rating Agency Condition, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, 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 such Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ia) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate specified thereon or the Redemption Price redemption price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, all or any portion of the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article ARTICLE V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage of the Outstanding Amount outstanding principal amount of the Notes, Notes of any Series or all Series of Notes Outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (vc) reduce the percentage of the Outstanding Amount outstanding principal amount of any Notes, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant Estate if the proceeds of such sale would be insufficient to Section 5.4pay the principal amount and accrued but unpaid interest on the Outstanding Notes of such Series; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viid) 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 Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (e) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Issuer, any other obligor on the Notes, the Transferor or any Affiliate thereof; or (viiif) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate for any Notes or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property part of the Trust Estate at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy to which such amendment or supplemental indenture relates written notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with (a) With the consent of the Majority holders of not less than 66-2/3% of the then Outstanding Principal Amount of the Notes and by Act of said Noteholders (which consent of any Holder of delivered to the Issuer and the Trustee, the Issuer, by a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive Trust Order, and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no supplemental indenture shall be entered into if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up it would result in the reduction or comparable circumstances, then the consent withdrawal of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, then current ratings of the outstanding Notes and no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby: (i) change the due date Stated Maturity of any installment of principal of Note or interest the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Interest Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (iiiii) reduce the percentage of the Outstanding Principal Amount of the Notes, Notes the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences, or for in any Act of Noteholders; (iii) modify any of the provisions of this IndentureSection except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein"Outstanding"; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein or in any of the Basic Documents4.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien lien of this Indenture. . (b) The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer promptly deliver to each Noteholder and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a).

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which Controlling Party, or if both a Class A Insurer Default and a Backup Insurer Default have occurred and are continuing, with the consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Majority Noteholders, enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Class A Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Class A Noteholders representing at least a majority of the total current outstanding Class A Note Balance or the consent of the Controlling Party shall be sufficient to amend this Indenture Agreement without such party’s 's signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date time of payment of any installment of principal of or interest on any Class A Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provision of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Property to payment of principal of or interest on the Class A Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Class A Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Class A Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “"Outstanding Amount” or “Majority Noteholders”"; (v) reduce the percentage of the Outstanding Amount of the Class A Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Class A Notes to the benefit of any provisions for the mandatory redemption of the Class A Notes contained herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, may determine whether or not any Class A Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Class A Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Notwithstanding anything in this Indenture to the contrary, the Backup Insurer must consent to all amendments to this Indenture which have an adverse effect on the Backup Insurer. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Class A Insurer, the Backup Insurer and the Holders of the Class A Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized requested by an Issuer Order, also may, with prior notice the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, by Action of such Noteholders delivered to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Trustee, enter into an indenture one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party subject to this Indenture is unable prior notice to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; Rating Agencies and provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i1) change the due Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii2) reduce the percentage of the Outstanding Amount of the NotesAmount, the consent of the Holders Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their consequences provided for in this Indenture; (iv3) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding;”; (v4) 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 Owner Trust Property Estate pursuant to Section 5.45.04(d)(4), if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (vi5) modify any provision of this Section except to increase reduce any percentage specified herein required to amend or to provide that certain additional provisions of this Indenture or supplement the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected therebyAmount of the Notes necessary to amend or supplement the Indenture; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii6) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien lien of this Indenture; or (7) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Noteholders and Certificateholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the Notes a copy substance of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders by Act of such Note Holders and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Hedge Counterparties, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon thereon, change the provisions of this Indenture relating to the application of collections on, or the Redemption Price with respect thereto, or change the order or content proceeds of the clauses in sale of the priority of distributions relating Indenture Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iiiii) reduce the percentage of the Aggregate Outstanding Amount of the NotesPrincipal Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” "Outstanding" or “Majority Noteholders”modify or alter the exception in the definition of the term "Holder"; (viv) reduce the percentage of the Aggregate Outstanding Amount of the Notes Principal Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Indenture Collateral pursuant to Section 5.45.04; (viv) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiivi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Indenture Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder or any Hedge Counterparty of the security provided by the Lien lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code; or (vii) change the definition of Eligible Loan. Notwithstanding any provision contained herein to the contrary, in no event may Section 3.32 of the Indenture be amended or modified in any respect without the prior written consent of each Hedge Counterparty. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders or Hedge Counterparties under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Hedge Counterparties to which such amendment or supplemental indenture relates a copy of such supplemental Indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.02, the Issuer and Indenture Trustee shall obtain written confirmation from Moody's that entry by the Issuer and Indenture Trustee into such supplemental indenture satisfies the ▇▇▇▇▇'▇ Rating Condition.

Supplemental Indentures with Consent of Noteholders. The With the prior written consent of the Majority Noteholders, by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by an Issuer Orderthe Issuer, also maythe Servicer, with prior notice to the Rating Agencies by Back-up Servicer and the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that if any party to this Indenture Agreement is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority all Noteholders not so effected shall be sufficient to amend this Indenture effect such amendment without such party’s 's signature; provided furtherprovided, however, that, that no such amendment shall impose on the party that is unable to provide a signature any obligation or liability in excess of what is then currently imposed hereunder prior to such amendment; provided further that no such supplemental -------- ------- indenture shall, without the consent of each of the Holder Noteholders of each Outstanding Note affected therebythereby and satisfaction of the Rating Agency Condition: (ia) change the Stated Maturity of any Note or the due date of any installment of principal of, or any installment of or interest on on, any Note, or reduce the principal amount thereofthereof or the applicable Note Interest Rate thereof or change any place of payment where, or the coin or currency in which, any Note or the interest rate thereon or the Redemption Price with respect theretois payable, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due payment, or change the basis on the Notes which interest on or after the respective due dates thereof (any Note is computed; or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage in principal amount of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and Events of Default or their consequences provided for in this Indenture;consequences; or (ivc) impair or adversely affect the Trust Estate except as otherwise permitted herein; or (d) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” "Outstanding"; or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vie) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of alter the provisions of this Indenture in such manner as the proviso 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 hereinSection 6.04; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Subject to subsection (b) of Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) and with the consent of the Majority Noteholders (which consent of any Holder Holders of a Note given pursuant to this Section or pursuant to any other provision majority of this Indenture shall be conclusive and binding on such Holder and on all future Holders the Outstanding Amount of the Notes, voting as a single class by Action of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder of each Outstanding Note affected thereby: (i1) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect theretoredemption price therefor, or change any place of payment where, or the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of or interest on the Notesthereon is payable; (ii2) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iii3) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv4) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (v5) 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 Owner Trust Property Estate if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes pursuant to Section 5.45.04(d)(4); (vi6) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 Amount of the Notes contained hereinnecessary to amend the Indenture; or (viii7) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. 47 (NAROT 2016-B Indenture) The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determinationdetermination made in good faith. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes and to the Certificateholders to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Indenture Trusteeconsent (evidenced as provided in Section 10.01 hereof) of the Holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding, considered as one class, the Company, when authorized by an Issuer OrderBoard Resolution, also may, with prior notice and the Trustee may from time to the Rating Agencies by the Issuer time and with the consent of the Majority Noteholders (which consent of at any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if any party to this Indenture is unable to sign any amendment due to its dissolutionthere shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, winding up or comparable circumstancesbut less than all, of such series, then the consent only of the Majority Noteholders Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be sufficient to amend this Indenture without such party’s signaturerequired; provided further, however, that, further that no such supplemental indenture shall: (1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (i2) change the due date of any installment of principal of or interest on any Note, modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content Holders of the clauses in the priority of distributions relating which are required to payment of principal of or interest on the Notes; (ii) impair the right consent to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on supplemental indenture or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) to reduce the percentage of the Outstanding Amount of the Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which is required for case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes, waives or eliminates any waiver of compliance with certain provisions covenant or other provision of this Indenture (or certain defaults hereunder and their consequences provided any supplemental indenture) which has expressly been included solely for in this Indenture; (iv) modify the benefit of one or alter the provisions more series of the proviso to the definition of the term “Outstanding Amount” Notes, or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation) or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture such series with respect to any part of such covenant or provision, shall be deemed not to affect the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of rights under this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee Notes of any other series. (d) It shall not be liable necessary for the consent of the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determination. consent shall approve the substance thereof. (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail to give notice in the Holders of manner provided in Section 16.10 hereof, setting forth in general terms the Notes a copy substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the written consent of Holders holding at least a majority of the Majority Noteholders (which consent Outstanding Amount of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Notes affected thereby, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture affecting such Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to the payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such Such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesAmount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or (viiivii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the any Holder of any Note Notes of the security provided by the Lien of this Indenture. The Notwithstanding the foregoing, the Issuer may, by delivery of an Officer’s Certificate to and the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not enter into an indenture or indenture supplemental thereto without the consent of the Servicer (so long as the Servicer is Bluegreen or an Affiliate thereof), if the effect of such supplemental indenture is to materially increase the obligations of the Servicer (in its capacity as Trust Administrator) under the Administration Agreement. It shall not be liable necessary for any Act (as defined in Section 11.3) of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Indenture or in any other Transaction Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Indenture Trustee may provide. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and Issuer, the Indenture Trustee, when authorized by an Issuer Orderthe Paying Agent, also maythe Authentication Agent and the Transfer Agent and Registrar also, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Investors, by Act of such Note Holders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders Noteholders of the Notes all Series under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up . If an indenture or comparable circumstancesindentures supplemental hereto affects only the Noteholders of a particular Series of Notes, then the consent of the Majority Noteholders Holders of a majority of the Series Outstanding Amount of such Series shall be sufficient required to amend this Indenture without such party’s signature; provided further, however, thatindenture or indenture supplemental. Notwithstanding the foregoing, no such supplemental indenture shall, without the consent of Holders of 100% of the Holder Series Outstanding Amount of each the Outstanding Note Notes affected thereby: (ia) change the due date of any installment payment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect theretothereto or change any place of payment where, or change the order coin or content of the clauses currency in the priority of distributions relating to payment of principal of which, any Note or any interest on the Notesthereon is payable; (iib) 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, therefor to the payment of any such amount due on the Notes on or after the respective due dates thereof thereof, as provided in Article V (or, in the case of redemption, on or after the Redemption Date); (iiic) reduce the percentage that constitutes a majority of the Series Outstanding Amount of the Notes, Notes of any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (vd) reduce the percentage of the Outstanding Amount of the Notes which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant Pledged Assets if the proceeds of such sale would be insufficient to Section 5.4pay the principal amount and accrued but unpaid interest on the Outstanding Notes; (vie) modify any provision decrease the percentage of this Section except the aggregate principal amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or that specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note adversely affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents that require such consent; (viif) modify any of or alter the provisions of this Indenture in such manner as to affect regarding the calculation voting of Notes held by the amount of Issuer, any payment of interest other obligor on the Notes, the Transferor, the Servicer or principal due on any Note on any Distribution Date (including the calculation Affiliate 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 hereinforegoing Persons; or (viiig) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Pledged Assets for any Notes or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such Pledged Assets at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Indenture Trustee Transfer Agent and Registrar of any supplemental indenture Supplement Indenture pursuant to this SectionSection 10.02, the Indenture Trustee Paying Agent shall mail to the Holders of the Notes a copy to which such supplemental indenture relates written notice setting forth in general terms the substance of such supplemental supplement indenture. Any ; PROVIDED, HOWEVER, that any failure of the Indenture Trustee Paying Agent to mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, 77 (i) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity; (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien of this Indenture. The Issuer may; provided, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination. Promptly after promptly deliver, at least five Business Days prior to the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee each Rating Agency, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuers and the Indenture Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration Outstanding Principal Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes affected thereby, by Act of such consent is made upon Holders evidenced by a resolution adopted at a meeting of the Note)Noteholders delivered to the Issuers and the Note Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party provided that (i) the Rating Agency Condition shall have been satisfied with respect to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, action and (ii) no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date Maturity Date or any Payment Date, or reduce the Outstanding Principal Amount thereof, the interest rate thereon (or manner of calculation of the interest rate) or change any installment time or place of payment where, or the coin or currency in which, any principal of or interest on any NoteNote is payable, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VX, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iiiii) reduce the percentage of the Outstanding Principal Amount of the Notes, Notes the consent of the Holders respective Noteholders of which is required for any such supplemental indenture, or the consent of the Holders respective Noteholders of which is required for any waiver of future compliance with certain provisions of this Indenture or certain past defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (viiii) modify any provision of this Section Indenture specifying a percentage of the aggregate Outstanding Principal Amount of the Notes necessary to amend this Indenture or the other Transaction Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viiiv) 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 the Note Repayment Amount, as applicable, due on any Note on any Distribution Payment Date or Maturity Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiiv) permit change the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part dates upon which optional redemption of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this IndentureNotes are permitted. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of the Noteholders under this Section 17.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer Issuers and the Indenture Note Trustee of any supplemental indenture pursuant to this SectionSection 17.2, the Indenture Note Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.. 181

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with (a) With the consent of the Majority holders of not less than 66-2/3% of the then Outstanding Principal Amount of the Notes and by Act of said Noteholders (which consent of any Holder of delivered to the Issuer and the Trustee, the Issuer, by a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive Trust Order, and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no supplemental indenture shall be entered into if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up it would result in the reduction or comparable circumstances, then the consent withdrawal of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, then current ratings of the then current ratings of the outstanding Notes and no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby: (i) change the due date Stated Maturity of any installment of principal of Note or interest the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Interest Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (iiiii) reduce the percentage of the Outstanding Principal Amount of the Notes, Notes the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences, or for in any Act of Noteholders; (iii) modify any of the provisions of this IndentureSection except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein"Outstanding"; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein or in any of the Basic Documents4.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien lien of this Indenture. . (b) The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer promptly deliver to each Noteholder and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a).

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order or content of the clauses in the priority of distributions relating to payment of principal of or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.after

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Indenture Trustee, the Company, when authorized by an Issuer Ordera Board Resolution, also may, with prior notice to and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:, (i1) change the due date Stated Maturity of the principal of, or any installment of principal of or interest on on, any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretochange any Place of Payment where, or change the order coin or content of currency in which, any Note or the clauses in the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of an Offer to Purchase which has been made, on or after the Change of Control Purchase Date);, or (iii2) reduce the percentage in principal amount of the Outstanding Amount of the Notes, the consent of the whose Holders of which is required for any such supplemental indenture, or the consent of the whose Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;, or (iv3) modify or alter any of the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section 9.02, Section 5.13 or Section 10.20, except to increase any such percentage specified herein of Holders whose consent is required under any such Section or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any such determination. Promptly after Act of Noteholders under this Section 9.02 to approve the execution by the Issuer and the Indenture Trustee particular form of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such proposed supplemental indenture. Any failure of , but it shall be sufficient if such Act shall approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenturesubstance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the written consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders Noteholders, by Act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes any Noteholder under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note Noteholder affected thereby: (ia) change to a later date the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount balance thereof, the interest rate thereon or the Redemption Termination Price with respect thereto, or change the order provisions of this Indenture in a manner which has the effect of reducing the amount of collections received by any Noteholder on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article VV hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiib) reduce the percentage of the Outstanding Amount of the NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (ivc) modify or alter the provisions of the proviso to the definition of the term “Outstanding AmountOutstanding” or “Majority NoteholdersPercentage Interest”; (vd) reduce the percentage Percentage Interest of the Outstanding Amount Notes, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.04 hereof; (vie) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viif) 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 Payment Date (including the calculation of any of the individual components of such calculation) or to adversely affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiig) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided by the Lien of this Indenture. The Issuer may, by delivery In connection with requesting the consent of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture Noteholders pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior written notice to the Rating Agencies by the Issuer Agency and with the prior written consent of the Note Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to the payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes Note Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.45.4 or 5.11; (viv) modify any provision of this Section 9.2 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic other Related Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or); (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the any Holder of any Note Notes of the security provided by the Lien lien of this Indenture; or (viii) become effective if the Rating Agency Condition in respect thereof shall have not been satisfied. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of the Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee may provide. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the 75 purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (i) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity; (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien of this Indenture. The Issuer may; provided, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination. Promptly after promptly deliver, at least five Business Days prior to the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee each Rating Agency, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and at least a majority of any Note issued upon the registration Outstanding Principal Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation each adversely affected Series, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, 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 such Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect theretothereto or change any place of payment where, or change the order coin or content of the clauses currency in the priority of distributions relating to payment of principal of which, any Note or any interest on the Notesthereon is payable; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage that constitutes a majority of the Outstanding Principal Amount of the Notes, any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (v) reduce the percentage of the Outstanding Amount Principal Amount, the consent of the Notes Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property pursuant Assets if the proceeds of such sale would be insufficient to Section 5.4pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series; (v) decrease the percentage of the Outstanding Principal Amount required to amend the sections of this Indenture that specify the applicable percentage of the aggregate principal amount of the Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of alter the provisions of this Indenture in such manner as to affect regarding 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 voting of Notes to held by the benefit of Issuer, any provisions for other obligor on the mandatory redemption of the Notes contained hereinNotes, NMAC or any Affiliate thereof; or (viiivii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property Collateral for any Notes or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall will be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall will not be liable for any such determinationdetermination made in good faith. Pursuant to the Trust Agreement and the Transfer and Servicing Agreement, the Issuer may, from time to time, if so directed by the Transferor, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to the Holders of the Transferor Interest from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Swap Agreement, the Rating Agency Condition shall be satisfied, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Holders of the Transferor Interest. Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not be deposited in the Collection Account and shall be paid by the Indenture Trustee directly to or to the order of the Holders of the Transferor Interest on the related Payment Date. In connection with executing any such Swap Agreement, the Issuer, Indenture Trustee, Owner Trustee, Transferor and Servicer will enter into a supplement to this Indenture, subject to this Section 10.02 and subject to the approval of the Owner Trustee and the Holders of the Transferor Interest, that will specify the creation of any necessary accounts and modifications of any provisions necessary or appropriate to effectuate the intention of such Swap Agreement. The substance of any proposed supplemental indenture made pursuant to this Section must be approved by the Act of the Noteholders, but the particular form of such supplemental indenture need not be. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail will give to the Holders of the Notes a copy to which such amendment or supplemental indenture relates written notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with (a) With the consent of the Majority holders of not less than 66-2/3% of the then Outstanding Principal Amount of the Notes and by Act of said Noteholders (which consent of any Holder of delivered to the Issuer and the Trustee, the Issuer, by a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive Trust Order, and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no supplemental indenture shall be entered into if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up it would result in the reduction or comparable circumstances, then the consent withdrawal of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, then current ratings of the outstanding Notes and no such supplemental indenture shall, without the consent of the Holder holder of each Outstanding Note affected thereby: (i) change the due date Stated Maturity of any installment of principal of Note or interest the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Interest Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (iiiii) reduce the percentage of the Outstanding Principal Amount of the Notes, Notes the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences, or for in any Act of Noteholders; (iii) modify any of the provisions of this IndentureSection except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” "Outstanding"; or “Majority Noteholders”;85 (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted provided in Sections 4.01 or contemplated herein or in any of the Basic Documents4.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien lien of this Indenture. The Issuer may. (b) Notwithstanding the foregoing, no supplemental indenture may be entered into, or any action taken by delivery any party hereto, which materially affects the interests of an Officer’s Certificate the Swap Counterparty unless the Swap Counterparty consents to the Indenture Trustee, determine whether or not any Notes would be affected by any terms of such supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. indenture. (c) The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer promptly deliver to each Noteholder and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a).

Supplemental Indentures with Consent of Noteholders. The Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration Outstanding Amount of transfer thereof the Notes of each Series or in exchange thereof or in lieu thereof whether or not notation Class to be affected, by Act of such consent is made upon Holders delivered to the Note)Note Issuer and the Note Trustee, enter into an indenture or indentures supplemental supple- mental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the -------- ------- consent of the Holder of each Outstanding Note of each Series or Class affected thereby: (i) change the due date of payment of any installment of principal of or premium, if any, or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price premium, if any, with respect thereto, or change the order provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or premium, if any, or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNotes or of a Series or Class thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Note Trustee to direct the Note Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.04; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest interest, principal or principal premium, if any, due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, Note Trustee may in its discretion determine whether or not any Notes or Certificates of a Series or Class would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes and holders of all Certificates of such Series or Class, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Note Trustee shall not be liable for any such determinationdetermination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Note Issuer and the Indenture Note Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Note Issuer shall mail to the Rating Agencies and the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Note Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), enter into an indenture or indentures supplemental hereto for the 78 purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:, (i) change the due date Stated Maturity or Payment Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity; (iiiii) reduce the percentage of the Outstanding Amount of the NotesNote Balance or Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien of this Indenture. The Issuer may; provided, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any no such supplemental indenture and may modify or change any such determination shall terms whatsoever of this Indenture that could be conclusive upon construed as increasing the Holders of all Notes, whether theretofore Issuer’s or thereafter authenticated and delivered the Servicer’s discretion hereunder. . (b) The Indenture Trustee shall not be liable for any such determination. Promptly after promptly deliver, at least five Business Days prior to the execution by the Issuer effectiveness thereof to each Noteholder and the Indenture Trustee each Rating Agency, a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.2(a) hereof.

Supplemental Indentures with Consent of Noteholders. The (a) With the written consent of the Insurer (if no Insurer Default has occurred and is continuing) or the holders of not less than 66-2/3% of the then Outstanding Principal Amount of the Notes and by Act of said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), when authorized the Issuer, by an Issuer Order, also may, with prior notice to and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, howeverthat, if any party subject to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent express rights of the Majority Noteholders Insurer -------- under the Transaction Documents, no supplemental indenture shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, entered into if it would result in the reduction or withdrawal of the then current ratings of the Outstanding Notes and no such supplemental indenture shall, without the written consent of the Holder holder of each Outstanding Note affected thereby: (i) change the due date Stated Maturity of any installment of principal of Note or interest the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Interest Rate thereon, or change the order place of payment where, or content of the clauses coin or currency in which, any Note or the priority of distributions relating to payment of principal of interest thereon is payable, or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (iiiii) reduce the percentage of the Outstanding Principal Amount of the Notes, Notes the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder Events of Default and their consequences provided consequences, or for in any Act of Noteholders; (iii) modify any of the provisions of this IndentureSection except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the written consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein"Outstanding"; or (viiiv) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein or in any of the Basic Documents5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien lien of this Indenture. . (b) The Issuer may, by delivery of an Officer’s Certificate Trustee shall promptly deliver to the Indenture TrusteeInsurer and each Noteholder and each Rating Agency, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The (a) With the consent of the Majority Facility Investors delivered to the Issuer and the Indenture Trustee, when authorized the Issuer, by an a Issuer Order, also may, with prior notice to and the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note), Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and Servicing Agreement or of modifying in any manner the rights of the Holders of the Notes Noteholders under this IndentureIndenture and Servicing Agreement; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (i) change the due date Stated Maturity or Mandatory Redemption Date of any installment Note or the amount of principal of payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereofthereof or the Carrying Cost, the interest rate Usage Fee and Unused Fee thereon or the Redemption Price with respect related thereto, or change the order place of payment where, or content the coin or currency in which, any Note or the interest thereon is payable, or modify or alter the definition of the clauses in the priority of distributions relating to payment of principal of term “Advance Rate,” or interest on the Notes; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Stated Maturity thereof; (iiiii) reduce the required percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for Note Balance that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture and Servicing Agreement or certain defaults hereunder Events of Default and their consequences provided consequences; (iii) modify any of the provisions of this Section 9.02 or Section 6.13 hereof except to increase any percentage of Noteholders required for in any modification or waiver or to provide that certain other provisions of this IndentureIndenture and Servicing Agreement cannot be modified or waived without the consent of the Holders of each Outstanding Note affected thereby; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority NoteholdersOutstanding”; (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 Trust Property pursuant to Section 5.4; (vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or (viiiv) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture and Servicing Agreement with respect to any part of the Trust Property or, except as otherwise permitted Estate or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture and Servicing Agreement on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security provided afforded by the Lien lien of this Indenture. The Issuer mayIndenture and Servicing Agreement; provided, by delivery no such supplemental indenture may modify or change any terms whatsoever of the Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder; provided further, that the Indenture Trustee shall not enter into any such supplemental indenture which would have an adverse effect on the Hedge Counterparty without the written consent of the Hedge Counterparty and the Indenture Trustee shall be entitled to receive and rely on an Officer’s Certificate of the Hedge Counterparty as to the Indenture Trustee, determine whether or not any Notes would be affected by any a proposed supplemental indenture and any such determination shall be conclusive upon will adversely affect the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. Hedge Counterparty. (b) The Indenture Trustee shall not be liable for any such determination. Promptly after the execution by the Issuer and the Indenture Trustee promptly deliver to each Noteholder a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. The (a) Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration Outstanding Amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes, by Act of such consent is made upon the Note)Holders delivered to Issuer and Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provision of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount of the NotesNotes or the Controlling Note Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter (x) the provisions of the proviso as to the definition of the term “Outstanding Amount” "Outstanding" or “Majority Noteholders”(y) the definition of "Controlling Note Class"; (viv) reduce the percentage of the Outstanding Amount of the Notes or Controlling Note Class required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Estate pursuant to Section 5.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the . (b) Indenture Trustee, Trustee may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination. determination made in good faith. (c) It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and may with the consent of the Majority Noteholders (which of not less than a majority of the Outstanding Amount of all the Notes in case Outstanding Notes of all Classes are to be affected, or with the consent of any Holder the Noteholders of not less than a Note given pursuant majority of the Outstanding Amount of the Notes to this Section be affected in case one or pursuant more, but less than all, of the Classes of Outstanding Notes are to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders affected, by act of such Note Noteholders delivered to the Issuer and of any Note issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note)Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture relating to such Notes or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, if any party to this Indenture is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder Noteholders of each Outstanding Note affected thereby: (i) change the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon thereon, change the provisions of this Indenture relating to the application of collections on, or the Redemption Price with respect thereto, or change the order or content proceeds of the clauses in sale of, the priority of distributions relating Indenture Trust Estate to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof; (iiiii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iviii) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (viv) reduce the percentage of the Outstanding Amount of the Directing Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Property Estate pursuant to Section 5.4; (viv) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note adversely affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any 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 herein; or; (viiivii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Property Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Holder any Noteholder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee It shall not be liable necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determinationAct shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer and with the consent of the Majority Noteholders (which consent of any Holder of a Note given pursuant to this Section or pursuant to any other provision of this Indenture shall be conclusive and binding on such Holder and on all future Holders of such Note and not less than a majority of any Note issued upon the registration principal amount of transfer thereof or in exchange thereof or in lieu thereof whether or not notation the Notes Outstanding, by Act of such consent is made upon Holders delivered to the Note)Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, if that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any party material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to this Indenture is unable such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to sign be characterized for Federal or any amendment due to its dissolutionthen Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, winding up or comparable circumstances, then the consent of the Majority Noteholders shall be sufficient to amend this Indenture without such party’s signature; provided further, however, that, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (i) change any Final Payment Date or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, or change the order provisions of this Indenture relating to the application of collections on, or content the proceeds of the clauses in sale of, the priority of distributions relating Collateral to payment of principal of or interest on the Notes; (ii) , or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Outstanding Amount principal amount of the NotesNotes Outstanding, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter the provision of the Indenture regarding the voting of Notes held by the Trust, the Seller, the Servicer, an affiliate of any of them or any Obligor; (iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding Amount” or “Majority Noteholders”"Outstanding"; (v) reduce the percentage of the Outstanding Amount principal amount of the Notes Outstanding required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Property Collateral pursuant to Section 5.45.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note adversely affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (viii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Property Collateral or, except as otherwise permitted or contemplated herein or in any of the Basic Documentsherein, terminate the Lien lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the Lien lien of this Indenture. The Issuer may, by delivery of an Officer’s Certificate to the Indenture Trustee, determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee . (b) It shall not be liable necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such determination. Act shall approve the substance thereof. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supple mental indenture relates a copy notice setting forth in general terms the substance of such supplemental indenture, such notice to be prepared by the Issuer. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.