Common use of Execution of Indenture Supplements Clause in Contracts

Execution of Indenture Supplements. In executing, or permitting the additional trusts created by, any Indenture Supplement permitted by this Article XIII or the modification thereby of the trusts created by this Base Indenture, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such Indenture Supplement is authorized or permitted by this Base Indenture and that all conditions precedent to the execution and delivery of such Indenture Supplement have been satisfied; provided that an Opinion of Counsel shall not be required in connection with any Series Indenture Supplement entered into solely in connection with the issuance of a Series of Additional Notes. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Base Indenture or otherwise. In addition to the foregoing, neither this Base Indenture nor any other Transaction Document may be amended, modified or waived without the Servicer’s or Back-Up Manager’s consent if such amendment, modification or waiver would increase the Servicer’s or Back-Up Manager’s duties, obligations or liabilities, or adversely affect the Servicer’s or Back-Up Manager’s rights, protections, remedies, indemnifications or immunities under the Servicing Agreement, the Back-Up Management Agreement, this Base Indenture or any other Transaction Document.

Execution of Indenture Supplements. In executing, or permitting the additional trusts created by, any Indenture Supplement permitted by this Article XIII or the modification thereby of the trusts created by this Base Indenture, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such Indenture Supplement is authorized or permitted by this Base Indenture and that all conditions precedent to the execution and delivery of such Indenture Supplement have been satisfied; provided that an Opinion of Counsel shall not be required in connection with any Series Indenture Supplement entered into solely in connection with the issuance of a Series of Additional Notes. The Indenture Trustee may, but shall not be obligated toto (and with respect to the Servicer shall not, except as permitted by the Servicing Agreement), enter into any such Indenture Supplement that affects the Indenture Trustee’s (or with respect to the Servicer, the Servicer’s) own rights, duties, liabilities or immunities under this Base Indenture or otherwise. In addition to the foregoing, neither no provision of this Base Indenture nor or any other Transaction Document may be amended, supplemented, modified or waived without the Servicer’s or Back-Up Manager’s consent if such amendment, supplement, modification or waiver would increase the Servicer’s or Back-Up Manager’s duties, obligations or liabilities, or adversely affect diminish the Servicer’s or Back-Up Manager’s rights, protections, remedies, indemnifications or immunities under the Servicing Agreement, the Back-Up Management Agreement, this Base Indenture or any other Transaction Document. For the avoidance of doubt, the Servicer shall have no obligation under any circumstances to ascertain or determine whether any amendment, modification, supplement or waiver adversely affects any Holder of a Note, including in connection with providing its consent to any amendment, modification, supplement or waiver pursuant to Section 13.02(viii).

Execution of Indenture Supplements. In executing, or permitting the additional trusts created by, any Indenture Supplement permitted by this Article XIII or the modification thereby of the trusts created by this Base Indenture, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such Indenture Supplement (i) is authorized or permitted by this Base Indenture and that all conditions precedent to the execution and delivery of such Indenture Supplement have been satisfied; provided satisfied and (ii) will not, for U.S. federal income tax purposes, (x) cause any Obligor in existence on the date of delivery of such opinion, to be classified as an association or publicly traded partnership taxable as a corporation or (y) cause any of the Notes of any Outstanding Series that were, based on an Opinion of Counsel shall not Counsel, properly treated as indebtedness at the time of issuance to be required characterized as other than indebtedness or undergo any “significant modification” within the meaning of Treasury Regulations Sections 1.1001-3, and, in connection with any Series Indenture Supplement entered into solely in connection with the issuance case of a Series of Additional Notesclause (ii) above, which opinion may be subject to the assumptions and qualifications stated therein. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment, waiver or Indenture Supplement that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Base Indenture or otherwise. In addition to Any amendment, waiver or Indenture Supplement that affects the foregoingServicer’s rights, neither duties, liabilities or indemnity under this Base Indenture nor any other Transaction Document may be amended, modified or waived without shall require the prior written consent of the Servicer’s or Back-Up Manager’s consent if such amendment, modification or waiver would increase the Servicer’s or Back-Up Manager’s duties, obligations or liabilities, or adversely affect the Servicer’s or Back-Up Manager’s rights, protections, remedies, indemnifications or immunities under the Servicing Agreement, the Back-Up Management Agreement, this Base Indenture or any other Transaction Document.