Common use of NEGATIVE COVENANTS Clause in Contracts

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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, or other than 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 Issuer shall not: (ai) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Estate; or (Div) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer Issuing Entity shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the IssuerIssuing Entity, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority (other than with respect to any such taxtax lien, mechanics’ lien or other lienlien not considered a 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, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Mortgage Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, or other than as expressly contemplated by this Indenture (in connection with interests of the obligation to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereofNoteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Estate; or (Div) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Receivables Purchase Agreements or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), Obligor 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 Estate; (iv) assume or incur any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (Dv) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 EstateCollateral; (ciii) except as may be expressly permitted hereby and or by the Basic 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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 ObligorPermitted Liens), (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 Estate Collateral, 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 (dv) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (except in connection with the obligation to pay expenses from the Trust Estate) a transaction under Section 3.10(a), change its name or by the Basic Documents as in effect on the date hereofstate of formation.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 Codeapplicable 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; (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeControlling Party; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this IndentureIndenture or the lien in favor of the Insurer created by the Insurance 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 a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor), (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 Estate Estate, or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party, except where the Basic Documents allow for amendment or modification without the consent or approval of the Controlling Party; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) engage in any business or activities other than those permitted by Section 2.03 of the Trust Agreement and financing, purchasing, acquiring, owning, pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities; (ii) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee; (biii) 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 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; (civ) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (v) permit (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens Permitted Liens and 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), (C) 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 lienPermitted Lien) and perfected security interest in the Trust Estate or (D) dissolve or liquidate in whole or in partEstate; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, indebtedness evidenced by the Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness otherwise permitted by the Basic Documents as in effect on the date hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by Basic Documentsany Transaction Document, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens 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 (iii) 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), (C) 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 or (D) dissolve or liquidate in whole or in partPermitted Liens); or (de) assume except as otherwise provided in any Transaction Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than Collateral or any of the Notes, Transaction Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture TrusteeTrustee with the prior written consent of the Insurer; (bii) 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 CodeCode 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 EstateCollateral; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate or Collateral; or (Div) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 EstateCollateral; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 a Motorcycle and arising solely as a result of an action or omission of the related Obligor), (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 Estate Collateral, 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 (dv) assume change its name or incur any indebtedness other than the Notes, or other than 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 hereofstate of formation.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 EstateCollateral; (ciii) except as may be expressly permitted hereby and by the Basic Documentshereby, (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 a Motorcycle and arising solely as a result of an action or omission of the related Obligor), (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 Estate Collateral, 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 (dv) assume change its name or incur any indebtedness other than the Notes, or other than 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 hereofstate of formation.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by any Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (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 expressly permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens 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), (Ciii) permit the 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 or (D) dissolve or liquidate in whole or in partPermitted Liens); or (de) assume except as otherwise provided in any Basic Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than the Notes, Collateral or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or by any of the Basic Documents as in effect on without the date hereofconsent of the Indenture Trustee or the Noteholders of at least a majority of the Note Balance of the Notes Outstanding and upon notice to the Rating Agencies.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstatePledged Assets, unless directed to do so by the Indenture TrusteeTrustee with the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing); (bii) 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 CodeCode 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 EstatePledged Assets; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Pledged 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 a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor), (C) permit the lien of created by this Indenture not to constitute a valid first priority security interest (other than with respect to any such tax, mechanics’ ' or other lien) security interest in the Trust Estate or Pledged Assets; or (Div) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by this Indenture or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Basic Documents) or omission of the related Obligor), (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 Trust Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority (other than with respect to any such taxtax lien, mechanics’ ' lien or other lienlien not considered a 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, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to reimburse Advances from the Trust Estate, or 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture TrusteeTrustee with the prior written consent of the Insurer; (bii) 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 CodeCode 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 EstateCollateral; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate or Collateral; or (Div) to the fullest extent permitted by applicable law, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall will not: (a) except as expressly permitted by Basic Documentsany Transaction Document, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, Collateral unless directed to do so by the Indenture Trustee; (b) 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 the payments under the CodeCode or any State, local or foreign 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 EstateIssuer or the Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens 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 (iii) 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), (C) 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 Estate or Collateral (D) dissolve or liquidate in whole or in partexcept for Permitted Liens); or (de) assume except as otherwise provided in any Transaction Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than Collateral or any of the Notes, Transaction Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Basic Documents) or omission of the related Obligor), (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 Trust Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (1) 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 ObligorObligor and (2) the lien of this Indenture), (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 Estate or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, except where the Basic Documents allow for amendment or modification without the consent the Holders of the Notes, or such greater percentage as may be specified in the particular provision; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeControlling Party; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of any of portion the properties or assets of the Issuer, including those included in the Trust EstateIndenture Collateral, unless directed to do so by the Indenture Trustee; (bii) 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) 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this IndentureIndenture or any other Transaction Document) to be created on or extend to or otherwise arise upon or burden the Trust Estate Indenture 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 except for Permitted Liens) or omission of the related Obligor), (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 Indenture Collateral (Dsubject to Permitted Liens); (iv) except as contemplated in the Transaction Documents, dissolve or liquidate in whole or in part; (v) engage in any activities other than financing, acquiring, owning, pledging and managing the Loans as contemplated by the Transaction Documents and activities incidental to those activities; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness evidenced by the Basic Documents as in effect on Notes or indebtedness otherwise permitted by the date hereofTransaction Documents.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture TrusteeAdministrator; (bii) 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 CodeCode 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Basic Documents) or omission of the related Obligor), (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 Trust Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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, Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to reimburse Advances from the Trust Estate, or 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to reimburse Advances from the Trust Estate, or 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Mortgage Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, interests of the Noteholders or other than 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 hereofEnhancer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Purchase Agreements or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority (other than with respect to any such taxtax lien, mechanics’ ' lien or other lienlien not considered a 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, or other than 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 For so long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee; (bii) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (Aa) 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 IndentureIndenture except as may be expressly permitted hereby, (Bb) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (Cc) 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 Estate or Estate; (Div) dissolve or liquidate in whole or in part; (v) engage in any activities other than those permitted by Section 2.03 of the Trust Agreement and financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, indebtedness evidenced by the Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness otherwise permitted by the Basic Documents as in effect on the date hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Mortgage Loan Purchase Agreement or the Transfer and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 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) 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Obligor), Transfer 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 Trust Estate or Collateral; (Div) dissolve or liquidate in whole or in partpart or merge or consolidate with any other Person; (v) remove the Trust 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 the status of the Holder of the Ownership Certificate as a REIT under the Code or result in an imposition of tax on the Issuer; or (dvii) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection except with the obligation to pay expenses from prior written consent of the Noteholders, take any action described in Section 5.06 of the Trust Estate) or by the Basic Documents as in effect on the date hereofAgreement.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; 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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Vehicle 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (a) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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;Collateral; 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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 ObligorPermitted Liens), (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 Estate Collateral, 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; or (d) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall will not: (a) except as expressly permitted by any Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ai) 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 except as expressly permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens 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), (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 or (D) dissolve or liquidate in whole or in partPermitted Liens); or (de) assume except as otherwise provided in any Basic Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than the Notes, Collateral or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or by any of the Basic Documents as in effect on without the date hereofconsent of the Indenture Trustee or the Noteholders of at least a majority of the Note Balance of the Notes Outstanding and upon notice to the Rating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by Basic Documentsany Transaction Document, sell, transfer, exchange or otherwise dispose of any part of the properties or assets of the Issuer, including those included in the Trust Estate, Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens 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 (iii) 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), (C) 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 or (D) dissolve or liquidate in whole or in partPermitted Liens); or (de) assume except as otherwise provided in any Transaction Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than Collateral or any of the Notes, Transaction Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Home Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, interests of the Noteholders or other than 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 hereofCredit Enhancer.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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 EstateCollateral; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 ObligorPermitted Liens), (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 Estate Collateral, 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; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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;Collateral; 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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 ObligorPermitted Liens), (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 Estate Collateral, 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; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall will not: (a) sell, transfer, exchange, pledge or otherwise dispose of any part of the Collateral except as expressly permitted by Basic Documentsthe Indenture and any Indenture Supplement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by Agreement or the Indenture TrusteeTransfer and Servicing Agreement; (b) 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 CodeCode 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 EstateCollateral; (c) except as may be expressly permitted hereby and by incur, assume or guarantee any direct or contingent indebtedness other than incurred pursuant to the Basic Transaction Documents, ; (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 Collateral; or (De) voluntarily dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (1) 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 ObligorObligor and (2) the lien of this Indenture), (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 Estate or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, except where the Basic Documents allow for amendment or modification without the consent the Holders of the Notes; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) engage in any business or activities other than those permitted by Section 2.03 of the Trust Agreement and financing, purchasing, acquiring, owning, pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities; (ii) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee; (biii) 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 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; (civ) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Av) permit (a) 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 IndentureIndenture except as may be expressly permitted hereby, (Bb) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens Permitted Liens and 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 or (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of c) the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (C) 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 lienPermitted Lien) and perfected security interest in the Trust Estate or (D) dissolve or liquidate in whole or in partEstate; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, indebtedness evidenced by the Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness otherwise permitted by the Basic Documents as in effect on the date hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 ObligorPermitted Liens), (C) permit the lien of this Indenture not to constitute a valid first priority security interest (other than with respect to any such tax, mechanics’ or other liena Permitted Lien) security interest in the Owner Trust Estate Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstandingoutstanding, the Issuer shall not: (a) sell, transfer, exchange, pledge or otherwise dispose of any part of the Trust Estate except as expressly permitted by Basic Documentsthe Indenture, sellthe Receivables Purchase Agreements, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by Agreement or the Indenture TrusteeTransfer and Servicing Agreement; (b) 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 CodeCode 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; (c) except incur, assume or guarantee any direct or contingent indebtedness other than as may be expressly permitted hereby and contemplated by the Basic Transaction Documents, ; (A1) 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 IndentureIndenture except as may be expressly permitted hereby, (B2) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (C3) 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 Estate or Estate; or (De) voluntarily dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), Obligor 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 Estate; (iv) assume or incur any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (Dv) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 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) 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, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Assignment, Assumption and Recognition Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 For so long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee; (bii) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (Aa) 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 IndentureIndenture except as may be expressly permitted hereby, (Bb) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (Cc) 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 Estate or Estate; (Div) dissolve or liquidate in whole or in part; (v) engage in any activities other than those permitted by Section 2.03 of the Trust Agreement and financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, indebtedness evidenced by the Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness otherwise permitted by the Basic Documents as in effect on the date hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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;; and (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Basic Documents) or omission of the related Obligor), (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 Trust Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstatePledged Assets, unless directed to do so by the Indenture TrusteeTrustee with the prior written consent of the Insurer (unless an Insurer Default has occurred and is continuing); (bii) 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 CodeCode 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 EstatePledged Assets; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Pledged 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 a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor), (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 Estate or Pledged Assets; or (Div) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the [____]-[_] SUBI Certificates as expressly permitted contemplated by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) [reserved]; (c) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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, except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 [____]-[_] SUBI Asset and arising solely as a result of an action or omission of the related Obligor)Lessee) or (iii) except as otherwise provided in the Basic Documents, (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 Estate; (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (Df) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateIndenture Collateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode or applicable state law) or assert any claim against any present or former Noteholder or Hedge Counterparty by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateIndenture Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 or Hedge Agreements under this IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this IndentureIndenture or any other Transaction Document) to be created on or extend to or otherwise arise upon or burden the Trust Estate Indenture 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), (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 Indenture Collateral; or (Div) except as contemplated in the Transaction Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, the Receivables Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee;. (b) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 For so long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture Trustee; (bii) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (Aa) 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 IndentureIndenture except as may be expressly permitted hereby, (Bb) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (Cc) 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 Estate or Estate; (Div) dissolve or liquidate in whole or in part; (v) engage in any activities other than those permitted by Section 2.03 of the Trust Agreement and financing, acquiring, owning, pledging and managing the Receivables as contemplated by the Basic Documents and activities incidental to such activities; or (dvi) incur, assume or incur guarantee any indebtedness other than the Notes, indebtedness evidenced by the Notes or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Trust Estate) or indebtedness otherwise permitted by the Basic Documents as in effect on the date hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) claim any credit on, or make any deduction from the principal principal, interest or interest premium payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) 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 (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien in favor of the Trustee created by 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 Product and arising solely as a result of an action or omission of the related Obligor), (C) permit the lien in favor of the Trustee 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 Estate Estate, or (D) dissolve amend, modify or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from provisions of the Trust Estate) or by Related Documents without the Basic Documents as in effect on prior written consent of the date hereofTrustee.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, none of the Issuer shall notCo-Issuers or any of the Loan Trustees shall: (a) sell, transfer, convey, exchange, pledge or otherwise dispose of any part of the Trust Estate except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeIndenture; (b) 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 CodeRequirements 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (A1) 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 IndentureIndenture except as may be expressly permitted hereby, (B2) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 therein, except for Permitted Liens 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), (C3) 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 Estate or Estate, subject only to Permitted Liens; or (Dd) voluntarily dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; 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 IndentureIndenture except as may be expressly permitted hereby, (B) ii permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Vehicle and arising solely as a result of an action or omission of the related Obligor), ) or (C) ii 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, or other than 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 Issuer shall not: (ai) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 a Loan and arising solely as a result of an action or omission of the related Obligor)obligor, except 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’ ' 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, or other than 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 The Issuer shall not: (a) except as expressly permitted by this Indenture, the Sale Agreement, the Servicing Agreement, any Hedge Agreement, any Interest Rate Swap Agreement or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes Transition Bonds (other than amounts properly withheld from such payments under the CodeCode or pursuant to any Interest Rate Swap Agreement) or assert any claim against any present or former Noteholder Transition Bondholder by reason of the payment of the taxes levied or assessed upon the Issuer or any part of the Trust Estate;Collateral; or (c) except as may be expressly permitted hereby and by the Basic Documents, (Ai) 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 Transition Bonds under this IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens of Lien created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or thereof, 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 any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (Ciii) permit the lien Lien of this Indenture 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 Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 hereofCollateral.

NEGATIVE COVENANTS. So long as any Notes are ------------------ Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateProperty, unless directed to do so by the Indenture TrusteeControlling Party; (bii) 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 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;Property; 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 in favor of the Trust Collateral Agent 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 subsequent to the Cut-Off Date and on any of the a Financed Vehicles Vehicle and arising solely as a result of an action or omission of the related Obligor), (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 subsequent to the Cut-Off Date) security interest in the Trust Estate Property or (D) dissolve amend, modify or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from the Trust Estate) or by provisions of the Basic Documents as in effect on without the date hereofprior written consent of the Controlling Party (subject to Sections 9.1 and 9.2).

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included except in the Trust Estate, unless directed to do so by the Indenture Trusteeaccordance with Section 3.10(b) of this Indenture; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby voluntarily commence any insolvency, readjustment or debt, marshalling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the Basic Documents, winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or (Ad) permit (i) 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; (Bii) permit any lien, Lien charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 thereof; or (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of iii) the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (C) 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 Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or or (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Home Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, or other than as expressly contemplated by this Indenture (in connection with interests of the obligation to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereofNoteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, ------------------ the Issuer shall not: (ai) except as expressly permitted by this Indenture or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall will not: (a) except as expressly permitted by any 2014-A Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, 2014-A Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the 2014-A Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens to be created on or extend to or otherwise arise upon or burden the Trust Estate 2014-A Collateral or any part thereof or any interest therein or (iii) 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority security interest in the 2014-A Collateral (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 partPermitted Liens); or (de) assume except as otherwise provided in any 2014-A Basic Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than 2014-A Collateral or any of the Notes, 2014-A Basic Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Home Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, interests of the Noteholders or other than 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 hereofCredit Enhancer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, Notes or other than 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.Documents. 15 (NAROT 2016-B Indenture)

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; oror 15 (NAROT 2017-A Indenture) (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (1) 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 ObligorObligor and (2) the lien of this Indenture), (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 Estate Estate, or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, voting together as a single Class, except where the Basic Documents allow for amendment or modification without the consent the Holders of the Notes; or (iv) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; oror 16 (NAROT 2017-B Indenture) (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, except the Issuer may: (i) collect, liquidate, sell or otherwise dispose of the Trust's interest in Receivables (including those included Warranty Receivables, Administrative Receivables and Defaulted Receivables), (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in the Trust Estate, unless directed to do so each case as contemplated by the Indenture TrusteeBasic Documents; (b) 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 (including, but not limited to, withholding tax) under the CodeCode or applicable foreign or 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; (c) except as may be expressly permitted hereby 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 Basic Documents, 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 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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 law or as otherwise contemplated by the Financed Vehicles and arising solely as a result of an action Basic Documents) or omission of the related Obligor), (Ciii) permit the lien of this Indenture not to constitute a valid first priority -priority security interest in the Trust Estate (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, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture or any other Transaction Document, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateIndenture Collateral, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode or applicable state law) or assert any claim against any present or former Noteholder or Hedge Counterparty by reason of the payment of the taxes levied or assessed upon any part of the Trust EstateIndenture Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 or ▇▇▇▇▇▇ under this IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this IndentureIndenture or any other Transaction Document) to be created on or extend to or otherwise arise upon or burden the Trust Estate Indenture 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), (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 Indenture Collateral; or (Div) except as contemplated in the Transaction Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeControlling Party; (bii) 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 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 (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 in favor of the Indenture Collateral Agent 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this Indenture) to be created on or extend to or otherwise other- wise 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 Vehicle and arising solely as a result of an action or omission of the related Obligor), (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 amend, modify or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from the Trust Estate) or by provisions of the Basic Documents as in effect on without the date hereofprior written consent of the Controlling Party.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by any 2015-B Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, 2015-B Collateral unless directed to do so by the Indenture Trustee; (b) 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 those payments under the CodeCode or 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 on the Trust EstateIssuer or the 2015-B Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 for the Notes under this Indenture except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens to be created on or extend to or otherwise arise upon on or burden the Trust Estate 2015-B Collateral or any part thereof or any interest therein or (iii) 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), (C) 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 Estate or 2015-B Collateral (D) dissolve or liquidate in whole or in partother than for Permitted Liens); or (de) assume except as otherwise provided in any 2015-B Basic Document, amend, modify, waive, supplement, terminate or incur surrender any indebtedness other than 2015-B Collateral or any of the Notes, 2015-B Basic Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and on notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) sell, transfer, convey, exchange, pledge or otherwise dispose of any part of the Trust Estate except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeIndenture; (b) 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 CodeRequirements 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (A1) 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 IndentureIndenture except as may be expressly permitted hereby, (B2) permit any lienLien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 therein, except for Permitted Liens 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), (C3) 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 Estate or Estate, subject only to Permitted Liens; or (Dd) voluntarily dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; oror 15 (NAROT 2019-B Indenture) (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 2014-1 SUBI Certificates as expressly permitted contemplated by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) [reserved]; (c) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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, except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 2014-1 SUBI Asset and arising solely as a result of an action or omission of the related Obligor)Lessee) or (iii) except as otherwise provided in the Basic Documents, (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 Estate; (e) incur, assume or guarantee any indebtedness other than indebtedness incurred in accordance with the Basic Documents; or (Df) except as otherwise permitted by the Basic Documents, dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; 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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Vehicle 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall will not: (a) except as expressly permitted by any 2012-B Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, 2012-B Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the 2012-B Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens to be created on or extend to or otherwise arise upon or burden the Trust Estate 2012-B Collateral or any part thereof or any interest therein or (iii) 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority security interest in the 2012-B Collateral (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 partPermitted Liens); or (de) assume except as otherwise provided in any 2012-B Basic Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than 2012-B Collateral or any of the Notes, 2012-B Basic Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture or the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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 and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from the Owner Trust Estate) or by the Basic Documents as in effect on the date hereof.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateProperty, unless directed to do so by without the Indenture Trusteeconsent of the Insurer; (bii) 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 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;Property; 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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (i) 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 ObligorMortgagor and (ii) the Warehouse Liens provided that such Warehouse Liens are discharged and released as provided in Section 3.12), (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 or such Warehouse Liens) security interest in the Trust Estate Property or (D) dissolve amend, modify or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from the Trust Estate) or by provisions of the Basic Documents as in effect on without the date hereofprior written consent of the Insurer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except engage in any activities other than financing, acquiring, owning, leasing (subject to the lien of this Indenture), pledging and managing the 201_-_ SUBI Certificates as expressly permitted contemplated by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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, except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 201_-_ SUBI Asset and arising solely as a result of an action or omission of the related Obligor)Lessee) or (iii) except as otherwise provided in the Basic Documents, (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 partEstate; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Trust Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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; (ciii) except as may be expressly permitted hereby and by the Basic Documents, 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 OutstandingUntil the Termination Date, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 CodeCode 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; (ciii) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Aiv) 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, Indenture except as may be expressly permitted hereby; (Bv) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien in favor of the Trustee created by 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 Equipment and arising solely as a result of an action or omission of the related Obligor), ; (Cvi) permit the lien in favor of the Trustee created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ ' or other lienlien described in clause (v) above) security interest in the Trust Estate or (D) dissolve or liquidate in whole or in partEstate; or (dvii) assume amend, modify or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from provisions of the Trust Estate) or by Related Documents without the Basic Documents as in effect on prior written consent of the date hereofTrustee.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer Trust shall not: (ai) except as expressly permitted by Basic this Indenture or the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the IssuerTrust, including those included in the Trust EstateProperty, unless directed to do so by the Indenture TrusteeNote Insurer; (bii) 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 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;Property; 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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 Equipment and arising solely as a result of an action or omission of the related Obligor), (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 Property or (D) dissolve amend, modify or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than as expressly contemplated by this Indenture (in connection fail to comply with the obligation to pay expenses from provisions of the Trust Estate) or by Transaction Documents without the Basic Documents as in effect on prior written consent of the date hereof.Note Insurer;

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer Trust shall not: (ai) except as expressly permitted by Basic this Indenture or the Transaction Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the IssuerTrust, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteePledged Property; (bii) 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 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;Pledged Property; 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 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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Pledged 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 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 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, or other than 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.Pledged Property;

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the The Issuer shall not: (a) except as expressly permitted by this Indenture, any other Basic DocumentsDocument or any Hedge Agreement or Interest Rate Swap Agreement, add, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal principal, interest or interest premium, if any, payable in respect of, the Notes Transition Bonds (other than amounts properly withheld from such payments under the CodeCode or pursuant to any Interest Rate Swap Agreement) or assert any claim against any present or former Noteholder Transition Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;Issuer; or (c) except as may be expressly permitted hereby and by the Basic Documents, (Ai) 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 Transition Bonds under this IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens of Lien created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or thereof, 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 any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (Ciii) permit the lien Lien of this Indenture 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 Estate or (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 hereofCollateral.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer’s interest in the Mortgage Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, or other than as expressly contemplated by this Indenture (in connection with interests of the obligation to pay expenses from the Trust Estate) or by the Basic Documents as in effect on the date hereofNoteholders.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by any 2012-A Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any part of the properties or assets of the Issuer, including those included in the Trust Estate, 2012-A Collateral unless directed to do so by the Indenture Trustee; (b) 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 CodeCode or 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 EstateIssuer or the 2012-A Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens to be created on or extend to or otherwise arise upon or burden the Trust Estate 2012-A Collateral or any part thereof or any interest therein or (iii) 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), (C) permit the lien Lien of this Indenture not to constitute a valid first priority security interest in the 2012-A Collateral (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 partPermitted Liens); or (de) assume except as otherwise provided in any 2012-A Basic Document, amend, modify, waive, supplement, terminate or incur surrender the terms of any indebtedness other than 2012-A Collateral or any of the Notes, 2012-A Basic Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and upon notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Mortgage Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, or other than as expressly contemplated by this Indenture (in connection with interests of the obligation to pay expenses from Noteholders and the Trust Estate) or by the Basic Documents as in effect on the date hereofEnhancer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; or or 15 (NAROT 2020-A Indenture) (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (ai) except as expressly permitted by Basic Documentsthis Indenture, the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee; (bii) 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 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 (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 IndentureIndenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 (D) dissolve or liquidate in whole or in part; or (d) assume or incur any indebtedness other than the Notes, or other than 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 Issuer shall not: (a) except as expressly permitted by Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee; (b) 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 CodeCode 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; (c) except as may be expressly permitted hereby and by the Basic Documentshereby, (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, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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), (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 Estate, or (D) dissolve or liquidate in whole or in part; oror 15 (NAROT 2016-A Indenture) (d) assume or incur any indebtedness other than the Notes, Notes or other than 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 hereofDocuments.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall not: (a) except as expressly permitted by Basic Documentsthis Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture TrusteeTrustee pursuant to Section 5.04 hereof; (b) 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 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; (c) except as may be expressly permitted hereby and by the Basic Documents, (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 IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the liens 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 or (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), (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 (D) dissolve or liquidate in whole or in partEstate; or (d) assume impair or incur cause to be impaired the Issuer's interest in the Mortgage Loans, the Purchase Agreement or in any indebtedness other than Basic Document, if any such action would materially and adversely affect the Notes, interests of the Noteholders or other than 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 hereofEnhancer.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the The Issuer shall not: (a) except as expressly permitted by this Indenture, the Sale Agreement, the Servicing Agreement, any Interest Rate Swap Agreement, the Intercreditor Agreement or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust EstateCollateral, unless directed to do so by the Indenture TrusteeTrustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes Securitization Bonds (other than amounts properly withheld from such payments under the CodeCode or pursuant to any Interest Rate Swap Agreement) or assert any claim against any present or former Noteholder Securitization Bondholder by reason of the payment of the taxes levied or assessed upon the Issuer or any part of the Trust EstateCollateral; (c) except as may be expressly permitted hereby and by the Basic Documents, (Ai) 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 Securitization Bonds under this IndentureIndenture except as may be expressly permitted hereby, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance Lien (other than the liens of Lien created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate Collateral or any part thereof or thereof, 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 any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor), (Ciii) permit the lien Lien of this Indenture 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 Estate or (D) dissolve or liquidate in whole or in partCollateral; or (d) assume take any action with respect to which notice is required to be given to the Rating Agencies in order to satisfy the Rating Agency Condition if the Issuer or incur the Trustee has received notice from any indebtedness other than Rating Agency that such action would result in a reduction or with drawal of the Notes, then current rating by such Rating Agency of any Outstanding Series or other than 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 hereofClass of Securitization Bonds.

NEGATIVE COVENANTS. So long as any Notes are Outstanding, the Issuer shall will not: (a) except as expressly permitted by any 2015-A Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any portion of the properties or assets of the Issuer, including those included in the Trust Estate, 2015-A Collateral unless directed to do so by the Indenture Trustee; (b) 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 those payments under the CodeCode or 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 on the Trust EstateIssuer or the 2015-A Collateral; (c) except as may be expressly permitted hereby and by the Basic Documents, dissolve or liquidate in whole or in part; (Ad) permit (i) 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 for the Notes under this Indenture except in each case as permitted by this Indenture, (Bii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (Lien other than the liens of this Indenture) Permitted Liens to be created on or extend to or otherwise arise upon on or burden the Trust Estate 2015-A Collateral or any part thereof or any interest therein or (iii) 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), (C) 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 Estate or 2015-A Collateral (D) dissolve or liquidate in whole or in partother than for Permitted Liens); or (de) assume except as otherwise provided in any 2015-A Basic Document, amend, modify, waive, supplement, terminate or incur surrender any indebtedness other than 2015-A Collateral or any of the Notes, 2015-A Basic Documents without the consent of the Indenture Trustee or other than as expressly contemplated by this Indenture (in connection with the obligation to pay expenses from Noteholders of a majority of the Trust Estate) or Note Balance of the Notes Outstanding and on notice by the Basic Documents as in effect on Issuer to the date hereofRating Agencies.