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

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for any portion of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion of the Collateral. (b) It will 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 will be sufficient if the Act of Noteholders approves the substance of the proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, when directed by the Issuer, and the Indenture Trustee, as applicable, upon delivery of an Issuer OrderTax Opinion, and, to the extent a Collateral Certificate is included in the property of the Issuer, upon delivery of a Master Trust Tax Opinion, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, enter into an indenture or indentures supplemental to amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders Holders of the Notes of each such Series, Class or Tranche under this Indenture if the Issuer delivers an Opinion of Counsel to the or any Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposesSupplement; provided, however, that no supplemental indenturesuch amendment of an Indenture Supplement will, without the consent of each Noteholder the Holder of each Outstanding Note adversely affected by the supplemental indenture, willthereby: (A) modify or alter Section 9.1 or this Section 9.2; (Ba) change (1) the Final Scheduled Payment Date or the scheduled payment date of any payment of any installment of principal of or interest on any Note, or change an Expected Final Payment Date or Legal Maturity Date of any Note; (2b) reduce the principal amount of Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (3c) reduce the price at which amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date; (d) impair the right to institute suit for the enforcement of any payment on any Note; (e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes may be redeemedof any Series, (4) Class or Tranche of Notes, the consent of whose Holders is required for any such amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture relating to the priority or of payments on the Notes or relating to the application of collections ondefaults hereunder and their consequences, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency provided for in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (Cf) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the Note Balance consent of the Notes or the Controlling Class required for any actionHolder of each Outstanding Note affected thereby; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fg) permit the creation of any Lien ranking lien or other encumbrance on the Collateral that is prior or equal to the Lien lien in favor of the Indenture Trustee for the benefit of the Holders of such Notes; (h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; (i) change the method of computing the amount of principal of, or interest on, any Note on any date; or (j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture for or an Indenture Supplement which changes or eliminates any portion of the Collateral covenant or other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to any portion such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Collateral. (b) Holders of Notes of any other Series, Class or Tranche. It will not be necessary for any Act of Noteholders under this Section 9.2 10.02 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it will be sufficient if the such Act of Noteholders approves will approve the substance of the proposed supplemental indenturethereof.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; provided, however, that no and (iii) such action does not materially adversely affect the interests of the Swap Counterparties. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Aiv) modify or alter Section 9.1 or this Section 9.2; (Bv) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Cvi) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Dvii) modify or alter (1A) the second proviso to the definition of “"Outstanding” " or (2B) the definition of “"Controlling Class”"; (Eviii) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fix) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2011-B Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the 2011-B Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction 2011-B Basic Documents, release the Lien of this Indenture with respect to any portion part of the 2011-B Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2012-B Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the 2012-B Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2012-B Basic Documents, release the Lien of this Indenture with respect to any portion of the 2012-B Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2012-A Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the 2012-A Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction 2012-A Basic Documents, release the Lien of this Indenture with respect to any portion part of the 2012-A Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2014-A Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the 2014-A Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2014-A Basic Documents, release the Lien of this Indenture with respect to any portion of the 2014-A Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “"Outstanding” " or (2) the definition of “"Controlling Class”"; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2013-B Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the 2013-B Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2013-B Basic Documents, release the Lien of this Indenture with respect to any portion of the 2013-B Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2011-A Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the 2011-A Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction 2011-A Basic Documents, release the Lien of this Indenture with respect to any portion part of the 2011-A Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2015-A Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for on any portion of the 2015-A Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2015-A Basic Documents, release the Lien of this Indenture with respect to on any portion of the 2015-A Collateral. (b) It will 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 will be sufficient if the Act of Noteholders approves the substance of the proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2014-B Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for on any portion of the 2014-B Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2014-B Basic Documents, release the Lien of this Indenture with respect to on any portion of the 2014-B Collateral. (b) It will 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 will be sufficient if the Act of Noteholders approves the substance of the proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2015-B Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for on any portion of the 2015-B Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2015-B Basic Documents, release the Lien of this Indenture with respect to on any portion of the 2015-B Collateral. (b) It will 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 will be sufficient if the Act of Noteholders approves the substance of the proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class each adversely affected Series and with prior notice by the Issuer to the Rating AgenciesAgencies for each Series, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Maturity Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture or any Indenture Supplement relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to final paragraph of the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 2013-A Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the 2013-A Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 2013-A Basic Documents, release the Lien of this Indenture with respect to any portion of the 2013-A Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “"Outstanding” " or (2) the definition of “"Controlling Class”"; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesMajority Holders, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Aa) modify or alter Section 9.1 or this Section 9.2; (Bb) change (1) the Final Scheduled Payment Maturity Date for any Class or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Cc) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (Dd) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (Ee) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Ff) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) . It will not be necessary for any Act act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if the Act such act of Noteholders approves the substance of the such proposed supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 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. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; provided, however, that no and (iii) such action does not materially adversely affect the interests of the Swap Counterparty. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Ai) modify or alter Section 9.1 or this Section 9.2; (Bii) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Ciii) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Div) modify or alter (1A) the second proviso to the definition of “Outstanding” or (2B) the definition of “Controlling Class”; (Ev) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fvi) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Class A Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesAgency, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. U. S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Ai) modify or alter Section 9.1 or this Section 9.2; (Bii) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Ciii) modify the percentage of the Class A Note Balance of the Notes or the Controlling Class required for any action; (Div) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (Ev) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fvi) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will not be necessary for any Act act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if the Act such act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 20__-_ Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for on any portion of the 20__-_ Collateral other than Permitted LiensLiens or, or except as permitted by this Indenture or the other Transaction 20__-_ Basic Documents, release the Lien of this Indenture with respect to on any portion of the 20__-_ Collateral. (b) It will 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 will be sufficient if the Act of Noteholders approves the substance of the proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “"Outstanding” " or (2) the definition of “"Controlling Class”"; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if Indenture, subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no and (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Ai) modify or alter Section 9.1 or this Section 9.2; (Bii) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Ciii) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Div) modify or alter (1A) the second proviso to the definition of “"Outstanding” " or (2B) the definition of “"Controlling Class”"; (Ev) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fvi) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; and (iii) such action does not materially adversely affect the interests of the Hedge Counterparties; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A1) modify or alter Section 9.1 or this Section 9.29.2 ; (B2) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C3) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D4) modify or alter (1A) the second proviso to the definition of “"Outstanding” " or (2B) the definition of “"Controlling Class”"; (E5) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F6) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “"Outstanding” " or (2) the definition of “"Controlling Class”"; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if [such action does not materially adversely affect the interests of the Hedge Counterparty and] the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedNote Redemption Price, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the 20_-_ Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the 20_-_ Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction 20_-_ Basic Documents, release the Lien of this Indenture with respect to any portion part of the 20_-_ Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposespurposes [and such action does not materially adversely affect the interests of the Hedge Counterparties]; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (A) modify or alter Section 9.1 or this Section 9.2; (B) change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5) the right of Noteholders to institute Proceedings suits to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “"Outstanding” " or (2) the definition of “"Controlling Class”"; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (F) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With the consent (aevidenced as provided in Section 8.01) The Issuer of the holders of not less than a majority in aggregate principal amount of the Notes of each series at the time Outstanding affected by such Supplemental Indenture or any such addition, modification, amendment or elimination made thereby, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into a Supplemental Indenture Trustee, when directed by Issuer Order, may enter, with (which shall conform to the consent provisions of the Noteholders of a majority Trust Indenture Act as in force at the date of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating Agencies, into an indenture or indentures supplemental to this Indenture execution thereof) for the purpose of adding any provisions to, to or changing modifying or amending in any manner or eliminating any of the provisions of, of this Indenture or of the Notes of such series or of modifying or amending in any manner the rights of the Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 holders of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposesNotes of such series; provided, however, that no supplemental indenturesuch Supplemental Indenture, without the consent of each Noteholder the holder of each Outstanding Note adversely affected by the supplemental indenturethereby, will:shall (A) modify or alter Section 9.1 or this Section 9.2; (Ba) change (1) the Final Scheduled Payment Date Stated Maturity of the principal of, or the date of payment of premium, if any, or any installment of interest, if any, on any Note, or reduce the principal amount thereof or the premium, if any, thereon or reduce the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof at the option of the Company or repayment or repurchase thereof at the option of any holder, or, in the case of any Note which provides for an amount less than the principal face amount thereof to be due and payable upon declaration of acceleration pursuant to Section 6.01 (an "ORIGINAL ISSUE DISCOUNT NOTE"), reduce the amount of principal of such Original Issue Discount Note that would be due and payable upon declaration of acceleration thereof pursuant to Section 6.01 or adversely affect the right of repayment or repurchase at the option of any holder as contemplated by Sections 3.05 or 3.06, or change the Place of Payment where or the currency in which the principal of or any premium or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections onNote is payable, or impair the proceeds right to institute suit for the enforcement of the sale of, the Collateral to any such payment of principal of or interest on the Notespremium or interest, or change any place of payment whereif any, or the coin or currency in which, any Note or the interest on any Note is payable or (5) the right of Noteholders to institute Proceedings to enforce this Indenture; (C) modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action; (D) modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”; (E) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or after the Stated Maturity thereof (or (F) permit , in the creation case of redemption, on or after the date fixed for redemption or, in the case of repayment or repurchase at the option of any Lien ranking prior holder, on or equal to after the Lien of this Indenture date fixed for any portion of the Collateral other than Permitted Liensrepayment or repurchase), or except as permitted by this Indenture in the case of any Note which is convertible into or exchangeable for other securities or property, impair the other Transaction Documentsright to institute suit to enforce the right to convert or exchange such Note in accordance with its terms, release the Lien of this Indenture with respect to any portion of the Collateral.or (b) It will make any change that adversely affects the right, if any, to convert or exchange any Note for other securities or property in accordance with its terms, or (c) reduce the percentage in principal amount of the Outstanding Notes of any series, the consent of whose holders is required for any Supplemental Indenture entered into pursuant to this Section 10.02, or the consent of whose holders is required to rescind and annul a declaration of acceleration pursuant to Section 6.02 or for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 6.13 or 16.06 of this Indenture, or the vote or consent of whose holders is required to adopt any resolution or to take any other action or give any direction at a meeting of holders pursuant to Section 9.06 or which is necessary to constitute a quorum for any such meeting of holders pursuant to Section 9.06, or increase the percentage in principal amount of the Outstanding Notes of any series required to call a meeting of holders of such series pursuant to Section 9.02 or 9.03, or (d) modify any of the provisions of this Section, Section 6.02, Section 6.13, Section 9.06 or Section 16.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be necessary for any Act of Noteholders under this Section 9.2 to approve amended, modified or waived, without the particular form of any proposed supplemental indenture, but it will be sufficient if the Act of Noteholders approves the substance consent of the proposed supplemental indentureholder of each Outstanding Note affected thereby."

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; provided, however, that no and (iii) such action does not materially adversely affect the interests of the Swap Counterparties. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Aiv) modify or alter Section 9.1 or this Section 9.2; (Bv) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Cvi) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Dvii) modify or alter (1A) the second proviso to the definition of “"Outstanding” " or (2B) the definition of “"Controlling Class”"; (Eviii) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date or Final Scheduled Payment Date; or (Fix) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; provided, however, that no and (iii) such action does not materially adversely affect the interests of the Swap Counterparties. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Ai) modify or alter Section 9.1 or this Section 9.2; (Bii) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Ciii) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Div) modify or alter (1A) the second proviso to the definition of “Outstanding” or (2B) the definition of “Controlling Class”; (Ev) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fvi) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class and with prior notice by the Issuer to the Rating AgenciesClass, into an indenture or indentures supplemental to this Indenture 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 Noteholders under this Indenture if subject to the following conditions: (i) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (iA) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (iiB) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no and (ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment. No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by the such supplemental indenture, will: (Ai) modify or alter Section 9.1 or this Section 9.2; (Bii) change (1A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2B) the principal amount of or interest rate on any Note, (3C) the price at which the Notes may be redeemedredeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (4D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable payable, or (5E) impair the right of Noteholders to institute Proceedings suits to enforce this Indenture; (Ciii) modify reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action; (Div) modify or alter (1A) the second proviso to the definition of “Outstanding” or (2B) the definition of “Controlling Class”; (Ev) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (Fvi) permit the creation of any Lien lien ranking prior or equal to the Lien lien of this Indenture for with respect to any portion part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Basic Documents, release the Lien lien of this Indenture with respect to any portion part of the Collateral. (b) It will 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 will be sufficient if the such Act of Noteholders approves the substance of the such proposed supplemental indenture.