Common use of NEGATIVE COVENANTS Clause in Contracts

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as (a) If any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Trust Agreement, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so in writing by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orIssuer; (iii) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lienlien (including any lien arising in connection with any tax imposed under HB3), charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; (v) engage in any activities other than financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and this Indenture and activities incidental to such activities; or (vi) incur, assume or guarantee any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or this Indenture.

NEGATIVE COVENANTS. So long as (a) If any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Trust Agreement, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so in writing by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orIssuer; (iii) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lienlien (including any lien arising in connection with any tax imposed under the Margin Tax), charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; (v) engage in any activities other than financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and this Indenture and activities incidental to such activities; or (vi) incur, assume or guarantee any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or this Indenture.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Advance or Exchange Note is Outstanding, the Issuing Entity shall Borrower will not: (ia) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreementother Basic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of Collateral except in accordance with this Agreement, any related Exchange Note Supplement and the properties other Basic Documents or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeCollateral Agent; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Exchange Notes (other than amounts properly withheld from such payments under the Code or applicable state lawpursuant to Section 3.1) or assert any claim against any present or former Exchange Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) dissolve or liquidate in whole or in part; or (Ai) permit the validity or effectiveness of this Indenture Agreement to be impaired, or permit the lien of this Indenture Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Advances or the Exchange Notes under this Indenture Agreement except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of security interest granted under this IndentureAgreement or a Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture Agreement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseProperty, unless directed to do so by the Indenture Trustee, at the direction of the Majority Noteholders; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateProperty; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Property or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateProperty, (D) change its name, identity, state of organization or structure as a statutory trust in any manner that would, could or might make any financing statement or continuation statement filed with respect to it seriously misleading within the meaning of Section 9-507 of the UCC or (E) waive, amend, modify, supplement or terminate any Basic Document or any provision thereof, or fail to comply with the provisions of the Basic Documents, in each case, prior to the Termination Date, without the prior written consent of the Indenture Trustee, at the direction of the Majority Noteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Trust Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust or the Indenture Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenturethe Transaction Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeTrustee (acting at the written direction of the Required Holders); (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orCollateral; (iii) except as may be expressly permitted hereby or by the other Transaction Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants covenant; or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liensPermitted Liens), mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lienPermitted Liens) security interest in the Trust EstateCollateral, or (D) amend, modify or fail to comply with the provisions of the Transaction Documents without the prior written consent of the Indenture Trustee, except where the Transaction Documents allow for amendment or modification without the consent or approval of the Indenture Trustee; (iv) dissolve or liquidate in whole or in part; or (v) except in connection with a transaction under Section 3.10(a), change its name or state of formation.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, neither the Issuing Entity shall notnor the Grantor Trust shall: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (Ba) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityEntity or the Grantor Trust, except as permitted in Section 3.10(b) and except the Issuing Entity may cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including those included in Purchased Receivables and Charged-Off Receivables), (ii) make cash payments out of the Trust EstateDesignated Accounts and the Certificate Distribution Account and (iii) take other actions, in either case, unless directed to do so each case as permitted by the Indenture TrusteeTransaction Documents; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state provisions of State, local or non-U.S. tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or (Ad) either (i) permit the validity or effectiveness of this Indenture or any other Transaction Document to be impaired, or permit the lien Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the lien Permitted Liens and the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) ), or (Ciii) permit the lien Lien of this Indenture not to constitute a valid first priority security interest in the Collateral (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate).

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer; (iii) consolidate or merge with or into any part of the Trust Estate; orother Person; (iv) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate assets of the Issuer or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate; or (vi) engage in any activity which is inconsistent with the treatment of the Issuer as a "Qualifying Special Purpose Entity" as such term is used in SFAS 140 and any successor rule thereto.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust or the Indenture Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateIssuer; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate assets of the Issuer or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee pursuant to the terms hereof; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Notes given pursuant to this Agreement; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are ------------------- Outstanding, the Issuing Entity Note Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (ii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (iii) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and any statutory lien under Section 843(g) of the PU Code) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to any statutory lien under Section 843(g) of the PU Code, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest or any other amount payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer; (iii) consolidate or merge with or into any part of the Trust Estate; orother Person (iv) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate assets of the Issuer or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate; or (vi) engage in any activity which is inconsistent with the treatment of the Issuer as a "Qualifying Special Purpose Entity" as such term is used in SFAS 140 and any successor rule thereto.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or (iv) waive or impair, or fail to assert rights under, the Mortgage Loans, or impair or cause to be impaired the Issuer's interest in the Mortgage Loans, the Mortgage Loan Purchase Agreement or in any Basic Document, if any such action would materially and adversely affect the interests of the Noteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement, the Trust Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Equipment and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lienlien arising by operation of law) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (CB) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or (iv) waive or impair, or fail to assert rights under the Home Loans, or cause to be impaired the Home Loans or the Issuer's interest in the Home Loans, the Home Loan Purchase Agreement or in any Basic Document, if any such action would materially and adversely affect the interests of the Noteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; orand (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of and other than as expressly permitted by the Financed Vehicles and arising solely as a result of an action or omission of the related ObligorBasic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes Bonds are Outstanding, the Issuing Entity Bond Issuer shall not: (ia) except as expressly permitted by this Bond Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityBond Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeBond Trustee in accordance with Article V; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes Bonds (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) terminate its existence or dissolve or liquidate in whole or in part; or (Ai) permit the validity or effectiveness of this Bond Indenture to be impaired, or permit the lien Lien of this Bond Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes Bonds under this Bond Indenture except as may be expressly permitted hereby, (Bii) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien Lien of this IndentureBond Indenture and the Statutory Lien) to be created by the Bond Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) subject to the Statutory Lien, permit the lien Lien of this Bond Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureSection 3.10(b) and the Basic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Owner Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate; or; (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate; or (iv) dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Series Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes of a Series (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Series Trust Estate; or (iii) (A) permit the validity or effectiveness of this Indenture or the Series Supplement to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or the Series Supplement except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Series Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture and the Series Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Series Trust Estate, (D) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Basic Documents or (E) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Related Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity The Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Sale Agreement, the Servicing Agreement or the Sale and Servicing any Swap Agreement, (A) dissolve or liquidate in whole or in part or (B) connection with an Additional Issuance, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Article V; (ii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Notes Environmental Control Bonds (other than amounts properly withheld from such payments under the Code or applicable state lawany other tax laws or pursuant to any Swap Agreement) or assert any claim against any present or former Noteholder Environmental Control Bondholder by reason of the payment of the taxes levied or assessed upon the Issuer or any part of the Trust Estate; orCollateral; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes Environmental Control Bonds under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of and security interest created by this IndentureIndenture and the other Basic Documents) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture any Series Supplement not to constitute a continuing valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estaterelated Series Collateral; (iv) terminate its existence, or dissolve or liquidate in whole or in part; or (v) take any action without first satisfying the Rating Agency Condition, if any Basic Document requires that the Rating Agency Condition be satisfied in connection with such action.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee (which direction the Indenture Trustee shall not give without the prior written consent of each of the Rating Agencies); (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest (including any Noteholders' Interest Index Carryover) payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Note Issuer shall not: (i) except as expressly permitted by this Note Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (iii) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Note Indenture to be impaired, or permit the lien of this Note Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Note Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureNote Indenture and the Statutory Lien) to be created by the Note Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to the Statutory Lien, permit the lien of this Note Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state any State or local tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust or the Indenture Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstandingoutstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this Indenturethe Basic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeCollateral; (iib) engage in any activities other than financing, acquiring, owning, pledging and managing the Receivables and the other Collateral as contemplated by this Indenture and the other Basic Documents; (c) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orCollateral; (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, impaired or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or ), (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral, (iv) dissolve or liquidate in whole or in part or (v) merge or consolidate with, or transfer substantially all of its assets to, any other Person; (e) take any action that, for federal, State or local income, single business and franchise tax purposes, (i) would cause the Notes to fail to be treated as debt or (ii) would cause the Issuer to be treated as an association (or publicly-traded partnership) taxable as a corporation; or (f) incur, assume or guarantee or otherwise become liable for any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Basic Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, without the satisfaction of the Rating Agency Condition and unless directed to do so by the Indenture TrusteeControlling Party or unless the Controlling Party has approved such disposition; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or any other Basic Document except as may be expressly permitted herebyhereby or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Estate, any Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) perfected security interest in the Trust EstateEstate or any Collateral; or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party, and if such amendments or modifications would adversely affect the interests of any Noteholder in any material respect, the consent of such Noteholder or the satisfaction of the Rating Agency Condition; or (iv) engage in any business or activity other than as permitted by the Trust Agreement; or (v) incur or assume any indebtedness or guarantee any indebtedness of any Person, except for such indebtedness incurred pursuant to Section 3.15; or (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person, other than in compliance with Section 3.10; or (vii) take any action that would result in the Issuer becoming taxable as a corporation for federal income tax purposes or for the purposes of any applicable State tax.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateTrust; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, neither the Issuing Entity shall notIssuer nor the Issuer Loan Trustee shall: (ia) sell, transfer, convey, exchange, pledge or otherwise dispose of any part of the Trust Estate except as expressly permitted by this the Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (iib) claim any credit on, or make any deduction from from, the principal or and interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawRequirements of Law) or assert any claim against any present or former Noteholder by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; or; (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax lienstherein, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) except for Permitted Liens or (Ciii) permit the lien of this Indenture not to constitute a valid first first-priority (other than with respect to any such tax, mechanics’ or other lien) perfected security interest in the Trust Estate, subject only to Permitted Liens; or (d) voluntarily dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Trust Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust or the Indenture Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall Issuer will not: (i) sell, transfer, exchange, pledge or otherwise dispose of any part of the Trust Assets, except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trusteeother Transaction Documents; (ii) claim any credit on, or make any deduction from from, the principal or and interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; orAssets; (iii) incur, assume or guarantee any direct or contingent indebtedness other than incurred pursuant to and in compliance with the Transaction Documents; (iv) except as expressly permitted by this Indenture or the other Transaction Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, impaired or permit the lien Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the lien Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Assets or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien Lien of this Indenture not to constitute a valid first priority security interest (other than with respect to any such a tax, mechanics’ mechanics or other liensimilar Lien) security interest in the Trust EstateAssets; or (v) voluntarily dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest (including any Note Interest Carryover) payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of and other than as expressly permitted by the Financed Vehicles and arising solely as a result of an action or omission of the related ObligorBasic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as If any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Trust Agreement, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so in writing by the Indenture TrusteeTrustee with the prior written consent of the Insurer; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orIssuer; (iii) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate; (v) engage in any activities other than financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement and this Indenture and activities incidental to such activities; or (vi) incur, assume or guarantee any indebtedness other than the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement or this Indenture.

NEGATIVE COVENANTS. So long as any Notes are Advance or Exchange Note is Outstanding, the Issuing Entity shall Borrower will not: (ia) except as expressly permitted by this Indenture, the Receivables Purchase Agreement directly or the Sale and Servicing Agreement, (A) dissolve indirectly make payments to or liquidate in whole distributions from any Collection Account or in part or (B) otherwise sell, transfer, exchange transfer or otherwise dispose of any of Collateral, except in accordance with the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeBasic Documents and any related Exchange Note Supplement and Servicing Supplement; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Advances or Exchange Notes (other than amounts properly withheld from such payments under the Code or applicable state any State or local tax law) or assert any claim against the Lender or any present or former Exchange Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateBorrower or the Collateral; (c) to the fullest extent permitted by Applicable Law, dissolve or liquidate in whole or in part; or (Ad) permit (i) the validity or effectiveness of this Indenture Agreement to be impaired, or permit the lien of security interest granted under this Indenture Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Advances or Exchange Notes under this Indenture Agreement except as may be expressly permitted herebyby any Basic Document, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the lien of security interest granted under this IndentureAgreement or a Permitted Lien) to be created on or extend to or otherwise arise upon or burden the Trust Estate assets of the Borrower or any part thereof of the Collateral or any interest therein in the Collateral or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of Collateral, (iii) the related Obligor) or (C) permit the lien of security interest granted under this Indenture Agreement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lienPermitted Liens) security interest in the Trust EstateCollateral or (iv) any Person to be released from any covenants or obligations under this Agreement except as otherwise permitted by the Basic Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall Issuer will not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (Ba) sell, transfer, exchange exchange, or otherwise dispose of any part of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, Collateral unless directed to do so by Indenture Trustee, except as expressly permitted by the Indenture Trusteeand any Indenture Supplement, the Trust Agreement or the Transfer and Servicing Agreement; (iib) claim any credit on, or make any deduction from from, the principal or and interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; orCollateral; (Ac) incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness other than incurred under the Notes and the Indenture; (i) permit the validity or effectiveness of this the Indenture to be impaired, or permit the lien of this the Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this the Indenture except as may be expressly permitted hereby, (Bii) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this the Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this the Indenture not to constitute a valid first priority security interest (other than with respect to any such a tax, mechanics’ , or other similar lien) security interest in the Trust EstateCollateral; (e) amend its operating agreement or articles of organization, unless the Rating Agency Condition is met; or (f) voluntarily dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority of the Outstanding Amount of the Notes of the Controlling Class given pursuant to this Indenture; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related ObligorObligor and the lien of this Indenture) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So For so long as the Notes of any Notes Series are Outstandingoutstanding, the Issuing Entity shall notno Issuer shall: (ia) cause or permit a voluntary or involuntary sale, transfer, exchange, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest in any Mortgage Loan, Mortgaged Property, Lease or any part thereof or any legal or beneficial interest therein or any other part of the Collateral Pool, except as expressly permitted by this Indenture, the Receivables Purchase Property Management Agreement or the Sale and Servicing Agreement, any other Transaction Document; (Ab) dissolve or liquidate in whole or in part or (B) sellpart, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included except as provided in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeSection 9.10; (iic) claim any credit onchange its state of organization, name, identity or organizational status, or make otherwise amend the related LLC Agreement, without notifying the Indenture Trustee of such change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in such Issuer’s organizational status or any deduction such amendment, without first obtaining the prior written consent of the Indenture Trustee and satisfying the Rating Condition; (d) withdraw or direct any party to withdraw any funds from the principal Lockbox Accounts or interest payable in respect ofthe Collection Account, the Notes (other than amounts properly withheld from such payments in accordance with the terms of this Indenture or the Property Management Agreement; (e) engage in any business or activity other than as permitted under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estaterelated LLC Agreement and this Indenture; or (Af) permit the validity or effectiveness of this Indenture itself to be impairedtaxed for U.S. federal income tax purposes as (a) other than a “qualified REIT subsidiary” for so long as Spirit Realty (or any parent thereof) qualifies as a “real estate investment trust” for U.S. federal income tax purposes and Spirit Realty or such parent holds all of the equity interests in such Issuer, or permit the lien of this Indenture to be amendedotherwise (b) an association, hypothecated, subordinated, terminated a publicly-traded partnership or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, a taxable mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely pool taxable as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estatecorporation.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.. 20 (2018-A Indenture)

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) any other Basic Document sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee, or dissolve or liquidate in whole or in part; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer or any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are ------------------ Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest (including any Note Interest Carryover) payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of and other than as expressly permitted by the Financed Vehicles and arising solely as a result of an action or omission of the related ObligorBasic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust or the Indenture Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.aris-

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;Trustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; 19 (2021-B Indenture) (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents or the related Series Related Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the related Series Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes of a Series (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the related Series Trust Estate; oror (iii) (A) permit the validity or effectiveness of this Indenture or any Series Supplement to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or any Series Supplement except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and the related Series Supplement) to be created on or extend to or otherwise arise upon or burden the related Series Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture and the related Series Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the related Series Trust Estate, (D) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Basic Documents or (E) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Series Related Documents.

NEGATIVE COVENANTS. So The Obligors hereby covenant and agree that so long as this Master Agreement is in effect and (i) any Notes are Outstandingremain Outstanding or (ii) any obligation (other than any contingent liability or indemnity) owed to a Series Support Provider, the Issuing Entity shall nota Series Secured Party or any Noteholder remains unpaid or unperformed: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Master Agreement, (A) dissolve or liquidate in whole or in part or (B) each related Series Supplement and each related Series Related Document, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the constituting any Series Trust Estate, in either case, unless directed to do so by the Indenture Trusteerelated Series Controlling Party; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder or any Series Support Provider by reason of the payment of the taxes levied or assessed upon any part of the any Series Trust Estate; or (iii) (A) except as permitted by this Master Agreement, any related Series Supplement or any related Series Related Documents, permit the validity or effectiveness of this Indenture the related Series Supplement to be impaired, or permit the lien in favor of this Indenture the Trustee created by the related Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the any Notes under this Indenture Master Agreement or any Series Supplement except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the lien Lien in favor of this Indenturethe Trustee created by the related Series Supplement) to be created on or extend to or otherwise arise upon or burden the any Series Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens, storage liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles Pledged Property and arising solely as a result of an action or omission of the related Obligor) or Users), (C) permit the lien in favor of this Indenture the Trustee created by the related Series Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ', storage or other lien) and perfected security interest in the related Series Trust Estate, or (D) amend, modify or fail to comply with the provisions of the related Series Related Documents without the prior written consent of the related Series Controlling Party; or (iv) contribute or incur any obligation to contribute to, or incur any liability in respect of, any Plan or Multiemployer Plan.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Note Issuer shall not: (ia) except as expressly permitted by this Note Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) terminate its existence or dissolve or liquidate in whole or in part; or (Ai) permit the validity or effectiveness of this Note Indenture to be impaired, or permit the lien of this Note Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Note Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureNote Indenture and any statutory lien under Section 16-245k(g) of the Statute) to be created by the Note Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof or (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on iii) subject to any statutory lien under Section 16-245k(g) of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) Statute, permit the lien of this Note Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this IndentureBasic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Owner Trust Estate, in either case, unless directed to do so by the Indenture Trustee;; 15 (NAROT 2018-C Indenture) (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate; or; (c) except as may be expressly permitted hereby, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes or as expressly contemplated by this Indenture or by the Basic Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;Trustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; 19 (2020-B Indenture) (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this IndentureBasic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Owner Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate; or16 (NAROT 2017-C Indenture) (c) except as may be expressly permitted hereby, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes or as expressly contemplated by this Indenture or by the Basic Documents.

NEGATIVE COVENANTS. So long as (a) If any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Trust Agreement, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so in writing by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orIssuer; (iii) dissolve or liquidate in whole or in part; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lienlien (including any lien arising in connection with any tax imposed under the Margin Tax), charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.;

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;Trustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; 21 (2024-C Indenture) (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee pursuant to the terms hereof; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyhereby or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (, and other than with respect to any such tax, mechanics’ or other lienas expressly permitted by the Basic Documents) security interest in the Trust Estate.or

NEGATIVE COVENANTS. So long as any Notes Bonds are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Article V; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes Bonds (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes Bonds under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien Lien of this IndentureIndenture and the Statutory Lien) to be created by the Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to the Statutory Lien, permit the lien Lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (Aiii) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstandingoutstanding, the Issuing Entity Issuer shall not: (ia) sell, transfer, exchange, pledge or otherwise dispose of any part of the Trust Estate except as expressly permitted by this the Indenture, the Receivables Purchase Agreements, the Trust Agreement or the Sale Transfer and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (iib) claim any credit on, or make any deduction from from, the principal or and interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; or; (Ac) incur, assume or guarantee any direct or contingent indebtedness other than as contemplated by the Transaction Documents; (1) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B2) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C3) permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such a tax, mechanics’ ' or other liensimilar liens); or (e) security interest voluntarily dissolve or liquidate in the Trust Estatewhole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this IndentureBasic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Owner Trust Estate, in either case, unless directed to do so by the Indenture Trustee;; 15 (NAROT 2019-A Indenture) (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate; or; (c) except as may be expressly permitted hereby, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes or as expressly contemplated by this Indenture or by the Basic Documents.

NEGATIVE COVENANTS. So long as any Notes are ------------------ Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;. (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder Noteholder, by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or (iv) waive or impair, or fail to assert rights under, the Mortgage Loans, or impair or cause to be impaired the Issuer's interest in the Mortgage Loans, the Mortgage Loan Purchase Agreement or in any Basic Document, if any such action would materially and adversely affect the interests of the Noteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this IndentureBasic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes or the payments payable to the Swap Counterparty (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder or the Swap Counterparty by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (c) except as may be expressly permitted hereby and by the Basic Documents, (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyIndenture, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien liens of this IndentureIndenture or the Interest Rate Swap Agreement) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, the Interest Rate Swap Agreement and any interest rate derivative agreement entered into under Section 1(c)(vi) of the Administration Agreement and Section 2.03(a)(ii) of the Trust Agreement, or as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereof.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee or Ambac (provided that Ambac is then the Controlling Party) pursuant to the terms hereof; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyhereby or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (, and other than with respect to any such tax, mechanics’ or other lienas expressly permitted by the Basic Documents) security interest in the Trust Estate.or

NEGATIVE COVENANTS. So long as any Senior Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 1999-A SUBI Certificates as contemplated by this Indenture and the other Basic Documents; (b) other than the lease of the 99% 1999-A Vehicle SUBI Certificate pursuant to the Program Operating Lease, which lease is subject to the lien of this Indenture, and except as expressly permitted by this Indentureherein, in the Receivables Purchase Agreement or Program Operating Lease and in the Sale and Servicing Agreementother Basic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeIssuer; (iic) claim any credit on, on or make any deduction from the principal or interest payable in respect of, of the Senior Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Senior Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, discharged or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture Indenture, except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or Estate, any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles 1999-A SUBI Asset and arising solely as a result of an action or omission of the related ObligorLessee) or (Ciii) except as otherwise provided in the Basic Documents, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate; (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (f) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee pursuant to the terms hereof; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted herebyhereby or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Class A Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseProperty, unless directed to do so by the Indenture TrusteeClass A Insurer; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Class A Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateProperty; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Class A Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Property or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateProperty, (D) change its name, identity, state of organization or structure as a statutory trust in any manner that would, could or might make any financing statement or continuation statement filed with respect to it seriously misleading within the meaning of Section 9-507 of the UCC or (E) waive, amend, modify, supplement or terminate any Basic Document or any provision thereof, or fail to comply with the provisions of the Basic Documents, in each case, prior to the Class A Termination Date, without the prior written consent of the Class A Insurer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee pursuant to the terms hereof; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Mortgage Loan Sale Agreement or the Sale Transfer and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal principal, interest or interest other amounts payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; orCollateral; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on with respect to any of the Financed Vehicles Collateral and arising solely as a result of an action or omission of a Borrower or as otherwise permitted in the related ObligorTransfer and Servicing Agreement) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) or as otherwise permitted in the Transfer and Servicing Agreement) security interest in the Collateral; (iv) dissolve or liquidate in whole or in part or merge or consolidate with any other Person; (v) remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal; (vi) take any other action or fail to take any action that would jeopardize its status as a FASIT or result in an imposition of tax on the Issuer (including, but not limited to, the tax on prohibited transactions under section 860L(e) of the Code) or that would cause the Notes to fail to qualify as FASIT regular interests within the meaning of section 860L(b)(1) of the Code; or (vii) except with the prior written consent of the Noteholders, take any action described in Section 5.06 of the Trust EstateAgreement.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Series Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes of a Series (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Series Trust Estate; or (iii) (A) permit the validity or effectiveness of this Indenture or the Series Supplement to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or the Series Supplement except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Series Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture and the Series Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Series Trust Estate, (D) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Basic Documents or (E) except as expressly permitted therein, amend, modify or fail to comply with the provisions of the Related Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this Indenture or any other Transaction Document, permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture, the Receivables Purchase Agreement ) to be created on or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange extend to or otherwise dispose of any of arise upon or burden the properties or assets of the Issuing EntityIssuer, including those included in the Trust EstateCollateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens and other liens that arise by operation of law, in either case, unless directed to do so and other than as expressly permitted by the Indenture TrusteeTransaction Documents); (iib) claim any credit on, on or make any deduction from the principal or interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer; (c) except as expressly permitted by this Indenture or any part other Transaction Document, dissolve or liquidate in whole or in part; (d) except as expressly permitted by this Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of any of the Trust Estate; orproperties or assets of the Issuer, including the Collateral, unless directed to do so by the Indenture Trustee; (Ae) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, ; or (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Cf) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Note Issuer shall not: (ia) except as expressly permitted by this Note Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) terminate its existence or dissolve or liquidate in whole or in part; or (Ai) permit the validity or effectiveness of this Note Indenture to be impaired, or permit the lien Lien of this Note Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Note Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien Lien of this IndentureNote Indenture and the Statutory Lien) to be created by the Note Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) subject to the Statutory Lien, permit the lien Lien of this Note Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Contribution and Sale Agreement or the Sale Transfer and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; (iii) dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles and Equipment arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority perfected security interest in the Trust Estate (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate).

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or; (iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of and other than as expressly permitted by the Financed Vehicles and arising solely as a result of an action or omission of the related ObligorBasic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Documents, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal of or interest payable in respect of, on any of the Notes (other than amounts properly withheld from such payments under the Code or applicable state State law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; (iii) except as contemplated by the Basic Documents, dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture or any Terms Supplement to be impaired, or permit the lien of this Indenture and any Terms Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and any Terms Supplement) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture and any Terms Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Class A Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseProperty, unless directed to do so by the Indenture TrusteeControlling Party; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Class A Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateProperty; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Class A Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Property or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.Property, (D) change its name, identity, state of organization or structure as a statutory trust in any manner that would, could or might make any financing statement or continuation statement filed with respect to it seriously misleading within the meaning of Section 9-507 of the UCC or

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Master Indenture, the Receivables relevant Indenture Supplement, the related Purchase Agreement or the related Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the related Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Master Indenture or any Indenture Supplement to be impaired, or permit the lien of this any Indenture Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Master Indenture or any Indenture Supplement except as may be expressly permitted herebyhereby or by the related Indenture Supplement, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenturean Indenture Supplement) to be created on or extend to or otherwise arise upon or burden the any Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this any Indenture Supplement not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the related Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either casewithout satisfaction of the Rating Agency Condition, unless directed to do so in writing by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or any other Basic Document except as may be expressly permitted herebyhereby or thereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Estate, any Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) perfected security interest in the Trust EstateEstate or any Collateral, (D) except as otherwise provided in the Basic Documents, amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party, and if such amendments or modifications would adversely affect the interests of any Noteholder in any material respect, the consent of such Noteholder or the satisfaction of the Rating Agency Condition with respect to the applicable Class of Notes; or (iv) engage in any business or activity other than as permitted by the Trust Agreement; or (v) incur or assume any indebtedness or guarantee any indebtedness of any Person, except for such indebtedness incurred pursuant to Section 3.15; or (vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person, other than in compliance with Section 3.10; or (vii) take any action that would result in the Issuer becoming taxable as a corporation for federal income tax purposes or for the purposes of any applicable State tax.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: : (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; ; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateIssuer; or(iii) dissolve or liquidate in whole or in part; or (iv) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate assets of the Issuer or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, (a) The Issuer and the Issuing Entity General Partner shall not, from and after the Closing Date: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of of, or pledge, mortgage, hypothecate or otherwise encumber (or permit such to occur or suffer such to exist), any part of the properties Assets, or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed enter into an agreement or commitment to do so so, except as expressly permitted by this Indenture and the Indenture TrusteeCollateral Management Agreement; (ii) claim any credit on, or make any deduction from from, or dispute the enforceability of payment of the principal or interest payable (or any other amount) in respect of, of the Notes (other than amounts properly withheld from such payments under (x) in accordance with the Code or any applicable state lawlaws of the Cayman Islands or other applicable jurisdiction or (y) pursuant to an agreement with a governmental authority) or assert any claim against any present or former Noteholder future Holder of Notes, by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; orAssets, other than as described this Indenture (including, without limitation, pursuant to Section 2.4(f)); (iii) incur or assume or guarantee any indebtedness, other than the Notes (which Notes shall include, for the avoidance of doubt, any Deemed Expense Notes) and this Indenture and the transactions contemplated hereby, issue any additional class of securities or issue any additional shares to any Person other than to Contributors in exchange for Contributions; (iv) (A) permit the validity or effectiveness of this Indenture or any Grant hereunder to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinatedsubordinated (except with respect to liens described in clause (iii) of the definition of “Permitted Liens”), terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or the Notes, except as may be expressly permitted herebyhereby or by the Collateral Management Agreement, (B) except as permitted by this Indenture, permit any lien, charge, excise, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and other Permitted Liens) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or of the Assets, any interest therein or the proceeds thereof (other than tax liensthereof, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) except as permitted by this Indenture, take any action that would permit the lien of this Indenture not to constitute a valid first priority security interest in the Assets; (v) amend the Collateral Management Agreement except pursuant to the terms thereof and Article XV of this Indenture; (vi) dissolve or liquidate in whole or in part, except as permitted hereunder or required by applicable law; (vii) pay any distributions in respect of the Partnership Interests other than in accordance with the Priority of Payments; (viii) permit the formation of any subsidiaries (other than any Issuer Subsidiaries); (ix) conduct business under any name other than its own; (x) have any employees (other than directors to the extent they are employees); (xi) engage in any business with respect to any such taxpart of the Assets, mechanics’ except as expressly permitted by this Indenture or the Collateral Management Agreement; (xii) elect (on IRS Form 8832 or successor form) to be taxable for U.S. federal income tax purposes as a corporation without the unanimous consent of all Holders; (xiii) make any payments in respect of Administrative Expenses or Extraordinary Expenses except as otherwise expressly provided herein; (xiv) solicit, advertise or publish the Issuer’s ability to enter into derivatives (other than Cap Agreements); (xv) register as or become subject to regulatory supervision or other lienlegal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company; (xvi) security interest knowingly take any action that would reasonably be expected to cause it to be treated as a bank, insurance company or finance company for purposes of (i) any securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from securities law or any other legal requirements; and (xvii) hold itself out to the public as a bank, insurance company or finance company. (b) Notwithstanding anything to the contrary contained herein, the Issuer shall not, and shall use its commercially reasonable efforts to ensure that the Collateral Manager acting on the Issuer’s behalf does not, acquire or own any asset, conduct any activity or take any action unless the acquisition or ownership of such asset, the conduct of such activity or the taking of such action, as the case may be, would not in the Trust Estatecommercially reasonable judgment of the Issuer cause the Issuer to be subject to United States federal income tax on a net basis or income tax on a net income basis in any non-U.S. jurisdiction. (c) The Issuer shall not be party to any agreements (including Cap Agreements) without including customary “non-petition” and “limited recourse” provisions therein (and shall not amend (except in a manner favorable to the Issuer) or eliminate such provisions in any agreement to which it is party), except for (i) any agreements related to the purchase and sale of, or grant of Participation Interests in, any Collateral Obligations or Eligible Investments which contain customary (as determined by the Collateral Manager in its sole discretion) purchase or sale terms or which are documented using customary (as determined by the Collateral Manager in its sole discretion) loan trading documentation and (ii)

NEGATIVE COVENANTS. So long as any Notes are ------------------ Outstanding, the Issuing Entity Note Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (ii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (iii) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and any statutory lien under Section 843(g) of the PU Code) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to any statutory lien under Section 843(g) of the PU Code, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture [, the Receivables Purchase Agreement Agreement] or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeControlling Party; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; ; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (Ai) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (Ciii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.; or

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: : (i) except as expressly permitted by this Indenture, the Receivables Trust Agreement, the Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee; ; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateTrust; or(iii) dissolve or liquidate in whole or in part; or (iv) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture or as specifically contemplated by the Basic Documents) to be created on or extend to or otherwise arise upon or burden the assets of the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate.Collateral. 20 26

NEGATIVE COVENANTS. So For so long as any Notes are ------------------ Outstanding, the Issuing Entity Note Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityNote Issuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeNote Trustee in accordance with Article V; (ii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (iii) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this IndentureIndenture and any statutory lien under Section 843(g) of the PU Code) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to any statutory lien under Section 843(g) of the PU Code, permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except to the extent as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeTrustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity shall Issuer will not: (i) sell, transfer, exchange, pledge or otherwise dispose of any part of the Trust Assets, except as expressly permitted by this Indenturethe Agreement, the Receivables Purchase Agreement[s], the Trust Agreement or the Sale Transfer and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture TrusteeAgreement[s]; (ii) claim any credit on, or make any deduction from from, the principal or and interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the any taxes levied or assessed upon any part of the Trust Estate; orAssets; (iii) incur, assume or guarantee any direct or contingent indebtedness other than incurred pursuant to and in compliance with the Transaction Documents; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the lien Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Assets or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien Lien of this Indenture not to constitute a valid first priority security interest (other than with respect to any such a tax, mechanics’ mechanics or other liensimilar Lien) security interest in the Trust EstateAssets; or (v) voluntarily dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreementother Basic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeTrustee and with the prior written consent of the Insurer; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, of the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; oror any of its assets; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor) ), or (C) permit the lien of created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust EstateCollateral; or (iv) voluntarily dissolve or liquidate in whole or in part.

NEGATIVE COVENANTS. So long as any Notes Bonds are Outstanding, the Issuing Entity Issuer shall not: (ia) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either caseCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Remedies; (iib) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes Bonds (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateCollateral; (c) terminate its existence or dissolve or liquidate in whole or in part; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes Bonds under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien Lien of this IndentureIndenture and the Statutory Lien) to be created by the Issuer on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) subject to the Statutory Lien, permit the lien Lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust EstateCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing AgreementBasic Documents, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust EstateProperty, in either casewithout the consent of the Insurer (which consent may not be unreasonably withheld; provided, unless directed to do so by that if an Insurer Default has occurred and is continuing, the Noteholders representing 66-2/3% of the Outstanding Amount may direct the Indenture Trustee;Trustee to sell or dispose of the Trust Property if the Indenture Trustee receives the Liquidation Price, as described in Section 12.1. (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateProperty; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Indenture Trustee created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Property or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ ' liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles a Mortgaged Property and arising solely as a result of an action or omission of the related Obligor) or ), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust EstateProperty or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Insurer, which consent may not be unreasonably withheld.

NEGATIVE COVENANTS. So long as any Notes are OutstandingOutstanding or any amounts are owing to the Securities Insurer or the Swap Counterparty, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this IndentureIndenture or any other Basic Document, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Indenture Trust Estate, in either case, unless directed to do so by the Indenture Trustee, with the consent of the Securities Insurer so long as no Securities Insurer Default has occurred and is continuing; (ii) claim any credit on, or make any deduction from the principal or interest (including any Noteholders’ Interest Index Carryover, as applicable) payable in respect of, the applicable Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder holder of the Notes by reason of the payment of the taxes levied or assessed upon any part of the Indenture Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor, and other than as expressly permitted by the Basic Documents) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ tax or other lien) security interest in the Indenture Trust Estate.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement Indenture or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) any other Basic Document sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing EntityIssuer, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee, or dissolve or liquidate in whole or in part; (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer or any part of the Trust Estate; or (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles Assets and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.. 16 E*Trade 2004-1 Indenture

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuing Entity Issuer shall not: (i) except as expressly permitted by this Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, (A) dissolve or liquidate in whole or in part or (B) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, including those included in the Trust Estate, in either case, unless directed to do so by the Indenture Trustee;. (ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state lawCode) or assert any claim against any present or former Noteholder Noteholder, by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or; (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate; or (iv) waive or impair, or fail to assert rights under, the Grantor Trust Certificate, or impair or cause to be impaired the Issuer’s interest in the Grantor Trust Certificate, the Mortgage Loan Purchase Agreement or in any Basic Document, if any such action would materially and adversely affect the interests of the Noteholders.