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, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that 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 (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that 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 (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or ”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (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 Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that 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 (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, purposes or (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codepurposes; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect the Notes rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to be characterized other than as indebtedness for United States federal income tax purposes fully perform any of its obligations under such Interest Rate Swap Agreement or (cy) cause the Notes to each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be deemed to have been exchanged given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for purposes of Section 1001 of the Codesuch consent); andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso to the definition of the term “"Outstanding” " or (By) the definition of the term “"Controlling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and/or the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates, 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies[, the Swap Counterparty] and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or. (ixb) 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 Indenture 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 determination 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 [(A)] to the Noteholders 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 the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Controlling Class or of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance”; (ivv) reduce the percentage of the Note Balance 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 sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso provison to the definition of the term “"Outstanding” " or (By) the definition of the term “"Controlling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and/or the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates, 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) Rating Agency Confirmation shall have been obtained with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered Counsel, (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Indenture Trustee to the effect that such supplemental indenture will not Notes for U.S. federal income tax purposes, (aC) cause the Issuer to be classified treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States U.S. federal income tax purposes or (cD) cause the Notes Issuer to be deemed to have been exchanged for purposes of Section 1001 of the Codeincur Michigan Single Business Tax liability; andprovided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Price Note Prepayment Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso to the definition of the term “"Outstanding” " or (By) the definition of the term “"Controlling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and/or the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates, 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. 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 Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Controlling Class or of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance 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 sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that (i) the Rating Agency Condition shall have been satisfied with respect such action 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or ”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (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 Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment 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; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under or waiving any past default or compliance with provisions of this Indenture; provided, however, that 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 shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, or ; (c) reduce the principal amount thereofof, or extend the Interest Rate applicable thereto Maturity Date of, any Note; (d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes; (e) reduce the Fundamental Change Repurchase Price with respect theretoor redemption price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) change the provisions ranking of this Indenture relating the Notes in a manner that is adverse to the application Noteholders; (h) impair the right of collections on, or the proceeds of the sale of, the Trust Estate any holder to receive payment of principal of and interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the any payment of any such amount due on the Notes on or after with respect to such holder’s Note; or (i) make any change in this Section 9.02 or in the respective due dates thereof (orwaiver provisions in Section 6.02 or Section 6.09, in the each case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby; (vii) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail give notice briefly describing such amendment to all Noteholders. However, the Noteholders failure to which give such supplemental indenture relates a notice setting forth in general terms to all the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indentureor waiving any past default; provided, however, that 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 shall: (a) cause reduce the Issuer amount of Notes whose holders must consent to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amendment; (b) cause reduce the Notes to be characterized other than as indebtedness rate, or extend the stated time for United States federal income tax purposes payment, of interest on any Note or reduce the amount, or extend the stated time for payment, of any Extension Fee; (c) cause reduce the Notes to be deemed to have been exchanged for purposes principal of, or extend the Maturity Date of, any Note; (d) make any change that impairs or adversely affects the conversion rights of Section 1001 any Notes; (e) reduce the Fundamental Change Repurchase Price of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, any Note or amend or modify in any manner adverse to the extent any Noteholders the Company’s obligation to make such Person is materially and adversely affected by such supplemental indenture:payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (if) change any Final Scheduled Payment Date the place or the date currency of payment of any installment of principal of or interest on including any Extension Fee in respect of any Note, or reduce ; (g) impair the principal amount thereof, the Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of or and interest on such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the any 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)with respect to such holder’s Note; (iih) reduce adversely affect the percentage of the Note 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 ranking of the Notes as senior unsecured Indebtedness of the consent of which is required for such supplemental indenture or the amendment of any other Basic Document;Company; or (vii) modify make any provision of change in this Article 11 or in the waiver provisions in Section except to increase any percentage specified herein 7.01 or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived Section 7.09 that, in each case, requires each Noteholder’s consent; in each case without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby; (vii) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer Issuer[, the Grantor Trust] and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies[, the Swap Counterparty] and the Administrator, by Act of such Holders delivered to the Issuer Issuer[, the Grantor Trust] and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may 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 (a) cause the Issuer [or the Grantor Trust] to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 Estate][Collateral] pursuant to Section 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; 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 Estate Estate][Collateral] or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or. (ixb) 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 Indenture 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 determination 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 Issuer[, the Grantor Trust] and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail [(A)] to the Noteholders 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.] (c) [Notwithstanding subsection (a) of Section 9.1 or this Section 9.2, this Indenture may only be amended by the Issuer, the Grantor Trust and the Indenture Trustee if (i) the Certificateholders evidencing not less than 51% of the aggregate Certificate Percentage Interests, or, if 100% of the aggregate Certificate Percentage Interests is then beneficially owned by CarMax Funding and/or its Affiliates, such Person (or Persons) consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Depositor or an Opinion of Counsel delivered to the Indenture Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders.]

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 Section 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or. (ixb) 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 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 Section 9.2, the Indenture Trustee shall mail to the Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that 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 (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, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 Note Balance of the Notes 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.in

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Administrator, by Table of Contents Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) subject to the deemed effectiveness of any determination, decision or election made by the Issuer in connection with a Benchmark Transition Event or a Benchmark Replacement as contained in Section 2.16(c), change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Notes and with prior written notice to the Rating AgenciesOutstanding, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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, that no (i) such supplemental indenture will be permitted unless action shall not, as evidenced by an Opinion of Counsel is delivered Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to the Indenture Trustee to the effect that such supplemental indenture will not action, (aiii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be classified characterized for Federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States federal or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, and (biv) cause (x) such action shall not materially adversely affect the Notes rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to be characterized other than as indebtedness for United States federal income tax purposes fully perform any of its obligations under such Interest Rate Swap Agreement or (cy) cause the Notes to each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be deemed to have been exchanged given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for purposes of Section 1001 of the Codesuch consent); andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change any 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balanceprincipal amount of the Notes Outstanding, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (iv) reduce the percentage of the Note Balance principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.4 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 NotesNotes and the Certificates; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment of any other Basic Document; (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 of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination made in good faithfaith 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized requested by an Issuer OrderIssuing Entity Request, also may, with the consent of the Holders of Notes evidencing Noteholders holding not less than 51% of the Note Balance a Majority Interest of the Notes and with prior written notice to the Rating Agenciesvoting together as a single class, by Act of such Holders Noteholders delivered to the Issuer Issuing Entity and the Indenture Trustee, at any time and from time to time enter into 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, subject to prior notice to the Rating Agencies and provided that 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 (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of entered into in accordance with this Section 1001 of the Code; and, provided further, that no such supplemental indenture may9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (ia) change any the Note Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note BalanceOutstanding Amount, the consent of the Holders of Notes Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or Indenture Defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iiic) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance;”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Owner Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment of any other Basic Document; (vie) modify any provision of this Section 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 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 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); (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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or (ixh) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects Any such amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the Owner Trustee shall require the Owner Trustee's written consentsame effect as in Section 9.01(f). The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders [and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture relates a notice setting forth in general terms the 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, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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"; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; or (viiiix) 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture consented to by the -------- ------- Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no -------- ------- such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"; (ivv) 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 5.04 5.4 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;Notes; 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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"; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; or (viiiix) 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Notes and with prior written notice to the Rating AgenciesOutstanding, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the 77 85 right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates; (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 Noteholder of each Outstanding Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% [51]% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that (i) the Rating Agency Condition shall have been satisfied with respect such action 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or ”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (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 Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment 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; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. 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 Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the [Controlling Class or of the] Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance 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 sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes [and/or the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates, as applicable]; (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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 or of the Note Balance of the Notes the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.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 and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) Rating Agency Confirmation shall have been obtained with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered Counsel, (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Indenture Trustee to the effect that such supplemental indenture will not Notes for U.S. federal income tax purposes, (aC) cause the Issuer to be classified treated as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States U.S. federal income tax purposes or (cD) cause the Notes Issuer to be deemed to have been exchanged for purposes of Section 1001 of the Codeincur Michigan Single Business Tax liability; andprovided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Price Note Prepayment Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso to the definition of the term “"Outstanding” " or (By) the definition of the term “"Controlling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto indenture 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, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) 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 (which Opinion of Counsel may rely upon an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, Officer’s Certificate of the Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions any provision of this Indenture or defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them 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 any obligor on the Notes; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 other Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; 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 Estate Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior 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 Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithobtain the written consent of each Holder of a Note. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) 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 Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Notes and with prior written notice to the Rating AgenciesOutstanding, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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, that no (i) such supplemental indenture will be permitted unless action shall not, as evidenced by an Opinion of Counsel is delivered Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to the Indenture Trustee to the effect that such supplemental indenture will not action and (aiii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be classified characterized for Federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States federal or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or the Final Payment Certificate or any Noteholder, (b) cause Certificateholder or the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeFinal Payment Certificateholder; andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change any the 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balanceprincipal amount of the Notes Outstanding, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (iv) reduce the percentage of the Note Balance principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (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 of each Outstanding Note affected thereby; (viivi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture may materially adversely affect the interests of any 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance or the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"Controlling Class"; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the Note Balance of the Controlling Class 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 Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; or (viiiix) 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto indenture 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, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) 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 (which Opinion of Counsel may rely upon an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, Officer’s Certificate of the Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions any provision of this Indenture or defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them 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 any obligor on the Notes; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 other Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; 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 Estate Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior 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 Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithobtain the written consent of each Holder of a Note. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) 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 forward to the Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) Except as provided in Section 9.02(b), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agency and the Servicer and with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesMajority Noteholders, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one or more indentures a supplemental hereto indenture 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, provided that no such the Issuer shall only enter into a supplemental indenture will be permitted unless in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; provided further that (i) such action shall not (A) as evidenced by an Officer’s Certificate of the Servicer, materially adversely affect the interest of any Noteholder or (B) as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified as subject to an association entity level tax or publicly traded partnership taxable be an entity treated as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States U.S. federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes which Opinion of Section 1001 Counsel may rely upon an Officer’s Certificate of the Code; and, provided further, that no Servicer with respect to the effect of any such amendment on the economic interests of any Noteholder). (b) No supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and Note adversely affected by such supplemental indenturethereby: (i) change any the Legal Final Scheduled Payment Date or the due date of any payment of any installment of principal of or interest interest, as applicable, on any Note, or reduce the principal amount thereof, of any Note or any rate of interest or the Interest Rate applicable thereto or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article Five, to the regarding 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)Notes; (ii) reduce the percentage of the Note Balanceaggregate Outstanding Principal Balance of the Notes, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions any provision of this Indenture or defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) modify or alter the provisions of the proviso to the definition of the term “Note BalanceHolder”; (iv) reduce modify or alter the percentage provisions hereunder regarding the voting of Notes held by the Note Balance required to direct Issuer, the Indenture Trustee to sell Seller, the Servicer, an affiliate of any of them 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 any obligor on the Notes; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (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 hereinin the Indenture; or (vi) reduce the percentage of the aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) 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 other Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; 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 Estate Indenture Collateral or, except as otherwise permitted or contemplated hereinherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or. (ixc) impair the right Prior 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 Indenture Trustee may in its discretion determine whether or not any Notes would be affected by entering into any supplemental indenture pursuant to this Section 9.02, the Issuer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithobtain the written consent of each Holder of a Note. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) 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 Noteholders Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized requested by an Issuer OrderIssuing Entity Request, also may, with the consent of the Holders of Notes evidencing Noteholders holding not less than 51% of the Note Balance a Majority Interest of the Notes and with prior written notice to the Rating Agenciesvoting together as a single class, by Act of such Holders Noteholders delivered to the Issuer Issuing Entity and the Indenture Trustee, at any time and from time to time enter into 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, subject to prior notice to the Rating Agencies and provided that 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 (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of entered into in accordance with this Section 1001 of the Code; and, provided further, that no such supplemental indenture may9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (ia) change any the Note Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iib) reduce the percentage of the Note BalanceOutstanding Amount, the consent of the Holders of Notes Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or Indenture Defaults hereunder or certain defaults and their consequences provided for in this Indenture; (iiic) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance;”; (ivd) reduce the percentage of the Note Balance Outstanding Amount required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Owner Trust Estate pursuant to Section 5.04 5.04, if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and Outstanding Amount plus accrued but unpaid interest on the Notes; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment of any other Basic Document; (vie) modify any provision of this Section 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 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 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); (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 Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien lien of this Indenture; or (ixh) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any supplement which affects 65 (NALT 20[●]-[●] Indenture) Any such amendment or supplemental indenture shall be executed only upon delivery of an Opinion of Counsel to the Owner Trustee shall require the Owner Trustee's written consentsame effect as in Section 9.01(f). The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders [and the [Swap Counterparty][Cap Provider]] to which such amendment or supplemental indenture relates a notice setting forth in general terms the 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, may, with (a) With the consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, howeverthat, that subject to the express rights of the Insurer -------- under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no supplemental indenture will not (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notesthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note 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;"; or (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viii) 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 Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) 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 The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated each Noteholder and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act Agencies and with the prior written consent of such Holders delivered to the Issuer Controlling Party and the Indenture Trustee, at any time and from time to time Note Majority enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that if an Insurer Default has occurred and is continuing, written consent of the Note Insurer shall be required prior to the execution of such supplemental indenture or indentures unless such action shall not, as evidenced by an Opinion of Counsel delivered to the Note Insurer and the Trustee, adversely affect in any material respect the interests of the Note Insurer; provided further, that, subject to the express rights of the Note Insurer under the Related Documents, including its rights to agree to certain modifications of the Receivables pursuant to Section 3.2 of the Pooling and Servicing Agreement, 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 (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change any 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to the payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale 5.4 or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes5.11; (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Holder of Notes of the security provided by the Lien of this Indenture; or (ixvi) impair become effective if the right to institute suit for the enforcement of payment as provided Rating Agency Condition in Section 5.07. In addition, any supplement which affects the Owner Trustee respect thereof shall require the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or have not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithbeen satisfied. It shall not be 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 Act 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes Insurer (if no Insurer Default shall have occurred and be continuing) and the Noteholders evidencing not less than 51% of the Class A Note Balance of the Notes and with prior written notice to the Rating AgenciesAgencies and the Insurer, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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 Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that (a) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Insurer, (b) the Rating Agency Condition shall have been satisfied with respect to such action and (c) such action shall not, as evidenced by an Opinion of Counsel, 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 will 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 publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Insurer and the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change any Final Scheduled Note 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveARTICLE 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 Note Balance, Notes the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or of certain defaults hereunder and their consequences as provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance Notes the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 SECTION 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (vi) modify any provision of this Section Indenture specifying a percentage of the 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 other Basic Transaction Documents cannot be 65 modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby; (vii) modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien lien of this Indenture; or (ix) impair . The Indenture 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 right to institute suit for the enforcement Holders of payment as provided in Section 5.07all Notes, whether theretofore or thereafter authenticated and delivered hereunder. In addition, any supplement which affects the Owner The Indenture Trustee shall require the Owner Trustee's written consentnot be liable for any such determination made in good faith. The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 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 Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance and with the consent of the Notes Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time time, enter into 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, that (i) no such supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or 56 otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (biii) cause no such supplemental indenture will be permitted without the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 consent of the CodeInsurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (i) change any Class Final Scheduled Payment 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 Note Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (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 FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balance, Balance the consent of the Holders of Notes of which is required for any such supplemental indenture, indenture or the consent of the Holders of Notes of which is required for any waiver of compliance with certain the provisions of this Indenture or of defaults hereunder or certain defaults and their consequences as provided for in this Indenture; (iiiiv) 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”"; (ivv) 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 5.04 5.4 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; (vvi) reduce the percentage of the 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 the consent of the Notes the consent Holders of which is required for such supplemental indenture or the amendment of any other Basic Transaction 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 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 on or principal due of the Notes payable on any Note on any Payment Date (Distribution 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 herein;Notes; or (viiiix) 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders Holder of any Note of the security provided by the Lien 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 Indenture 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 determination 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 Noteholders Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and With --------------------------------------------------- the Indenture Trusteeconsent (evidenced as provided in Article IX) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating AgenciesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and Trustee may from time to time and at any time enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture will be permitted unless an Opinion shall (i) ----------------- extend the fixed maturity of Counsel is delivered any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the Indenture Trustee holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Designated Event, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the effect that such supplemental indenture will not (a) cause Noteholders the Issuer right to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause convert the Notes into Common Stock subject to be characterized other than as indebtedness for United States federal income tax purposes the terms set forth herein, including Section 15.6, or (c) cause modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayNoteholders, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any NoteNote so affected, or reduce the principal amount thereof, the Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the aforesaid percentage of the Note BalanceNotes, the consent of the Holders of Notes holders of which is are required for to consent to 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 holders of each Outstanding Note affected thereby; (vii) modify any all Notes then outstanding. Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 Notesis discretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. 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 Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Controlling Class or of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance 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 sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.such

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with (a) With the consent of the Holders Insurer (if no Insurer Default has occurred and is continuing) or the holders of Notes evidencing not less than 5166-2/3% of the Note Balance then Outstanding Principal Amount of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders said Noteholders delivered to the Issuer and the Indenture TrusteeTrustee (if an Insurer Default has occurred and is continuing), at any time the Issuer, by an Issuer Order, and from time to time the Trustee may enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, howeverthat, that subject to the express rights of the Insurer -------- under the Transaction Documents, no such supplemental indenture will shall be permitted unless an Opinion entered into if it would result in the reduction or withdrawal of Counsel is delivered to the Indenture Trustee to then current ratings of the effect that such Outstanding Notes and no supplemental indenture will not (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) change the Stated Maturity of any Final Scheduled Note or the Principal Payments or Interest Payments due or to become due on any Payment Date with respect to any Note, or change the date priority of payment of any installment of principal of or interest on any Notethereof as set forth herein, or reduce the principal amount thereof, thereof or the Note Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notesthereon, or change any the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Maturity thereof; (ii) reduce the percentage of the Note Balance, Outstanding Principal Amount of the Notes the consent of the Holders of Notes of which whose Noteholders 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 hereunder this Indenture or certain defaults Events of Default and their consequences provided consequences, or for in this Indentureany Act of Noteholders; (iii) modify any of the provisions of this Section except to increase any percentage or fraction set forth therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Outstanding Note affected thereby; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note 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;"; or (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viii) 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 Estate Asset Pool or, except as otherwise permitted provided in Sections 5.01 or contemplated herein5.02, terminate the Lien lien of this Indenture on any property at any time subject hereto or deprive the Noteholders any Noteholder of the security provided afforded by the Lien lien of this Indenture; or. (ixb) 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 The Trustee shall require promptly deliver to the Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture Insurer and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated each Noteholder and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee each Rating Agency a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 10.02.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating AgenciesAgencies and the Swap Counterparty (which prior written notice shall include, in the case of the Swap Counterparty a draft of any such proposed supplemental indenture), by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that (i) the Rating Agency Condition shall have been satisfied with respect such action 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 or of the Note Balance of the Notes the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.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 and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) Rating Agency Confirmation shall have been provided with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect the Notes rights or obligations of the Swap Counterparty under the Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to be characterized other than as indebtedness for United States federal income tax purposes fully perform any of its obligations under the Interest Rate Swap Agreement or (cy) cause the Notes to Swap Counterparty shall have consented thereto (and the Swap Counterparty's consent will be deemed to have been exchanged given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for purposes of Section 1001 of the Codesuch consent); andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Price Note Prepayment Amount with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the principal amount of the Notes Outstanding or the Controlling Note BalanceClass, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (Ax) the provisions of the proviso to the definition of the term “"Outstanding” " or (By) the definition of the term “"Control ling Note Balance”Class"; (ivv) reduce the percentage of the principal amount of the Notes Outstanding or of the Controlling Note Balance Class required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and/or the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates, 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders Noteholders of Notes evidencing not less than 51% a majority of the Note Balance principal amount of the Notes and with prior written notice to the Rating AgenciesOutstanding, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture mayshall, without the consent of the Holder Noteholder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note Balance”"; (ivv) reduce the percentage of the Note Balance principal amount of the Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04 5.4 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 Notes and the percentage of the 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 for such supplemental indenture or the amendment of any other Basic DocumentCertificates; (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 Noteholder of each Outstanding Note affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and the consent of the Holders of Notes evidencing not less than 51% a majority of the Note Balance of the Notes and with prior written notice to the Rating AgenciesControlling Note Class, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder, (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect the Notes rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify the obligations of, or impair the ability of the Issuer to be characterized other than as indebtedness for United States federal income tax purposes fully perform any of its obligations under such Interest Rate Swap Agreement or (cy) cause the Notes to each Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be deemed to have been exchanged given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for purposes of Section 1001 of the Codesuch consent); andand provided, provided further, that no such supplemental indenture mayshall, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenturethereby: (i) modify or alter provisions of this Section 9.2; (ii) change any the Final Scheduled Payment 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 applicable thereto interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.the

Supplemental Indentures with Consent of Noteholders. 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 Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Controlling Class Outstanding or of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note Balance”; (ivv) reduce the percentage of the Note Balance principal amount of the Controlling Class Outstanding or the Notes Outstanding required to direct or consent to a sale or liquidation by the Indenture Trustee to sell or liquidate of the Indenture Trust Estate pursuant to Section 5.04 5.4 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 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 for such supplemental indenture or the amendment of any other Basic Document; (vi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Controlling Class Outstanding 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the 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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien lien of this Indenture on any property such collateral at any time subject hereto or deprive the Noteholders any Noteholder of the security provided by the Lien 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 Indenture Trustee may in its discretion or upon receipt of an 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 determination 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 Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. The (a) With the prior written consent of each Noteholder affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time may enter into one an amendment or more indentures a supplemental hereto indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to for the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax following purposes, (b) cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change the Maturity Date of the principal of any Final Scheduled Payment Date Note, or the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate applicable thereto or the Redemption Price with respect theretointerest rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the 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, which any Note or the 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 Five, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date)Maturity Date thereof or change any provision of Article VI hereof; (ii) reduce the percentage of the Note Balanceprincipal balance of the Outstanding Notes, the consent of the Holders of Notes Noteholders of which is required for to approve any such supplemental indenture, ; or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder the Indenture or certain defaults Termination Events or Events of Default or Servicer Events of Default under this Indenture or under the Sale and Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder; (iii) modify any of the provisions of this Section 9.02; (iv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note 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;"; or (v) reduce the percentage of the 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (viii) permit the creation of any other Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Noteholders Noteholder of the security provided afforded by the Lien lien of this Indenture. (b) With the prior written consent of the Noteholders constituting Supermajority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of (i) modifying the definition of "Termination Event", any provision of Section 8.01 hereof or (ii) waiving the existence of any Termination Event or Event of Default. (c) With the consent of the Majority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments or indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions of this Indenture; orprovided, that such supplemental indentures shall not have any of the effects described in paragraphs (i) through (v) of Section 9.02(a) or Section 9.02(b) of this Indenture; provided, further, that such action shall not adversely affect the interests of any Noteholder (without the prior written consent of such Noteholder). (ixd) 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates and the Agent a notice setting forth in general terms the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Whenever the Issuer or the Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.

Supplemental Indentures with Consent of Noteholders. 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 Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into one an indenture 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 Noteholders under this Indenture; provided, however, that no (i) the Rating Agency Condition shall have been satisfied with respect to such supplemental indenture will be permitted unless action and (ii) such action shall not, as evidenced by an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) Counsel, cause the Issuer to be classified characterized for federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal or any then Applicable Tax State income tax purposestaxation of any Notes Outstanding or Outstanding Certificates or any Noteholder or Certificateholder, and (biii) cause (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the Notes interests of any Noteholder, with respect to be characterized supplemental indentures relating to matters other than as indebtedness for United States federal income tax purposes those specified in clause (y) below or (cy) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder Noteholders of each Outstanding NoteNote affected thereby shall have consented thereto, with respect to the extent any such Person is materially and adversely affected by such supplemental indentureindenture which would: (i) modify or alter provisions of this Section 9.2; (ii) change any the 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 applicable thereto interest rate thereon or the Redemption Prepayment Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article FiveV, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Prepayment Date); (iiiii) reduce the percentage of the Note Balanceprincipal amount of the Notes Outstanding, the consent of the Holders of Notes Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of Notes Noteholders of which is required for any waiver of compliance with certain provisions of hereunder this Indenture or certain defaults Defaults or Events of Default hereunder and their consequences provided for in this Indenture; (iiiiv) modify or alter (A) the provisions of the proviso to the definition of the term “"Outstanding” or (B) the definition of the term “Note 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 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 principal amount of the Notes the Outstanding required to direct or consent of which is required for such supplemental indenture to a sale or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided liquidation 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture the Indenture Trust Estate pursuant to this Section, Section 5.4 if the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance proceeds of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, sale or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.liquidation

Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, may, with the consent resolutions of the Holders Board of Notes evidencing not less than 51% of the Note Balance of the Notes and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at any time and the Company’s expense, may from time to time and at any time enter into one an indenture or more indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not shall: (a) cause reduce the Issuer percentage in aggregate principal amount of Notes outstanding necessary to be classified as an association modify or publicly traded partnership taxable as a corporation for United States federal income tax purposes, amend this Indenture or to waive any past Default or Event of Default; (b) cause reduce the Notes to be characterized other than as indebtedness rate or extend the stated time for United States federal income tax purposes or payment of interest, including Contingent Interest and Additional Interest, on any Note; (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (i) change any 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 thereofof, or extend the Maturity Date of, any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Redemption Price, the Interest Rate applicable thereto Repurchase Price or the Redemption Fundamental Change Repurchase Price with respect thereto, change the provisions of this Indenture relating any Note or amend or modify in any manner adverse to the application of collections on, or the proceeds holders of the sale ofNotes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the Trust Estate covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) impair the right of any holder to receive payment of principal of and interest, including Contingent Interest, if any, and Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the any payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, the consent of the Holders of Notes of which is required for any with respect to such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 holder’s Notes; (vh) reduce make any change in this Article 11 that requires each holder’s consent or in the percentage of the Note Balance the consent of the Holders of Notes of which is required for any such supplemental indenture amending the waiver provisions of this Indenture which specify the applicable percentage of the Note Balance of the Notes the consent of which is required for such supplemental indenture in Section 7.01 or the amendment of any other Basic Document;Section 7.07; or (vii) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (vii) modify any of the ranking provisions of this Indenture in such a manner as that is adverse to affect the calculation holders of the amount Notes; in each case without the consent of any payment each holder of interest or principal due on any an outstanding Note on any Payment Date (including affected. Upon the calculation of any written request of the individual components Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with the Company in the execution of such calculation) supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties 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; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail send to the Noteholders to which such supplemental indenture relates holders a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that (i) the Rating Agency Condition shall have been satisfied with respect such action 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 (a) cause the Issuer to be classified characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iic) reduce the percentage of the Note BalanceBalance or the Note Balance of the Controlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 or of the Note Balance of the Notes the consent of which is required for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture; or (ix) impair the right to institute suit for the enforcement of payment defaults hereunder and their consequences as provided in Section 5.07. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. The Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.Indenture;

Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes Controlling Class and with prior written notice to the Rating Agencies, by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time enter into 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, that no such supplemental indenture (i) may materially and adversely affect the interests of any Noteholder and (ii) will 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 characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation for United States or otherwise have any material adverse impact on the federal income tax purposes, (b) cause the taxation of any Notes to be characterized other than as indebtedness for United States federal income tax purposes Outstanding or (c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeany Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note, to the extent any such Person is materially and adversely Note affected by such supplemental indenture: (ia) change any Final Scheduled Payment 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 applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ; (b) 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 Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Note Balance, 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 hereunder or certain defaults and their consequences provided for in this Indenture; (iii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding” or (B) the definition of the term “Note 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 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 for such supplemental indenture or the amendment 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 affected thereby; (vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; (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 Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the 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 Indenture 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 determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.