Common use of Supplemental Indentures Without Consent of Noteholders Clause in Contracts

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, when directed by Issuer Orderat any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (ia) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with this Indenture, succession of another Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer in this Indenture Trust herein and in the NotesNotes contained; (iiid) to add to the covenants of the IssuerTrust, for the benefit of the NoteholdersHolders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Issuer in this IndentureTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture herein that may be defective or inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add amend any other provisions with respect to matters or questions arising under this Indenture, which are shall not be inconsistent with the provisions of this Indenture so long as Indenture, provided that such action does shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence the acceptance Holders of the appointment under this Indenture Notes or the Holders of a successor trustee with the Trust Certificates; provided, that the amendment shall not be deemed to adversely affect in any material respect to the interests of the Holders of the Notes and to add to or change any the Note Insurer if the Person requesting the amendment obtains written confirmation of the provisions of this Indenture as will be necessary to facilitate the administration satisfaction of the trusts under this Indenture by more than one trustee, pursuant to Article VIRating Agency Condition; or (viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the NoteholdersNoteholder or any other Person, may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Actconsent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, Noteholders or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the Noteholders, but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actaction.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will action shall not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) materially and adversely affect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by Holders of the Issuer to the Rating Agencies, into Notes hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (ia) to correct or expand the description of any property subject evidence a successor to the Lien of this Indenture, Issuer as obligor or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of Guarantor as guarantor under this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iiib) to add to the covenants of the Issuer, Issuer or the Guarantor for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision Guarantor in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the Notes; (c) to add provisions which are not inconsistent with Events of Default for the benefit of the Holders of the Notes; (d) to amend or supplement any provisions of this Indenture so long as such action does not materially Indenture; provided that no amendment or supplement shall adversely affect the interests of the NoteholdersHolders of any Notes then outstanding in any material respect; (vie) to evidence secure the Notes; (f) to provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to Trustee or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; orTrustee; (viig) to modifycomply with the Trust Indenture Act or the rules and regulations thereunder; (h) to provide for rights of Holders of Notes if any consolidation, eliminate merger or add sale of all or substantially all of property or assets of the Issuer and the Guarantor occurs; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of the Holders of the Notes in any material respect; (j) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (k) to supplement any of the provisions of this Indenture as to the extent necessary to effect permit or facilitate defeasance and discharge of any of the qualification Notes; provided that the action shall not adversely affect the interests of the Holders of the Notes in any material respect; or (l) to conform the text of this Indenture under Indenture, any Guarantee or the TIA and Notes to add to this Indenture such other provisions as may be required any provision of the description thereof set forth in the Prospectus. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. All Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to indenture, the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantor and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies and the written consent of the Credit Enhancer (which consent shall not be unreasonably withheld), unless a Credit Enhancer Default has occurred and is continuing, the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderRequest, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes or the Credit Enhancer, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error, or to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein, in any supplemental indenture or in the Prospectus Supplement; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially and adversely affect the interests of the NoteholdersHolders of the Notes or the Credit Enhancer; (vivii) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will be in form reasonably satisfactory not have any material adverse tax consequences to the Indenture TrusteeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderRequest, may entermay, also without the consent of any of the NoteholdersHolders of the Notes, but with prior notice to the Rating Agencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel (a copy of which shall be delivered to the Credit Enhancer), (i) adversely affect in any material respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. (c) The Issuer and the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of issuing providing for the issuance of one or more additional securities in exchange for classes of Notes entitled to payments derived solely from all or a portion of the Residual Interest, subject payments to which the Certificate issued on the Closing Date pursuant to the following conditions: (i) the Issuer deliversTrust Agreement are entitled; provided, or causes the Administrator to deliverhowever, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel (a copy of which shall be delivered to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCredit Enhancer), (Bi) adversely affect in any material respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be treated as subject to an association or publicly traded partnership taxable as entity level tax. Each such class of Notes shall be a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment non-recourse obligation of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect Issuer and shall be entitled to interest and principal in such amounts, and to such amendment; and (iv) with respect security for the repayment thereof, as shall be specified in such amendment or amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or the creation of a new indenture and the issuance of additional securities onlythe related class or classes of Notes, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to shall require the Indenture Trustee to give notice to the effect that Holders of the offer, sale Notes and delivery the Rating Agencies setting forth in general terms the substance of the provisions of such additional securities do amendment. Any failure of the Indenture Trustee to provide such notice as is required under this paragraph, or any defect therein, shall not, however, in any way impair or affect the validity of such amendment or any class of Notes issued pursuant thereto. Unless the Credit Enhancer agrees in writing, (i) any classes of Notes issued pursuant to a supplemental indenture shall not require registration under be entitled to the Securities Actinsurance provided by the Credit Enhancement Instrument and (ii) the Holders of any such classes of Notes shall be entitled only to such distributions or a portion of such distributions as the Holders would have received as Holder of Certificate.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders, but with prior notice made available by the Administrator to each Rating Agency and subject to the satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when directed so requested by an Issuer OrderRequest, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, Noteholders or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture or make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture that may shall not be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as Indenture; provided that such action does provisions do not materially adversely affect the interests of the Noteholders, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and or to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VISix; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures An opinion as to certain tax matters, as described under Section 9.01(b)(iii) below, must be delivered in connection with any amendment pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture TrusteeSection. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that as may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed requested by an Issuer OrderRequest, may enter, without the consent of any of the Noteholders, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.29.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: however, that (i) such action shall not materially adversely affect the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee interests of any Noteholder (as evidenced by an Officer’s Certificate to of the effect that such amendment will not have a material adverse effect on the Notes; Issuer), (ii) the Issuer delivers Rating Agency Condition shall have been satisfied with respect to such action, and (iii) such action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not Counsel, (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes;, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Vehicle Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (iiic) Each amendment described above shall be deemed not to materially and adversely affect the interests of any holder of Securities, if the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actis satisfied.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vA) to cure any ambiguity, (B) to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture provisions herein or in any supplemental indenture or to add provisions which are not inconsistent with conform the provisions hereof to those of the Prospectus, (C) to obtain or maintain a rating for a Class of Notes from a nationally recognized statistical rating organization, (D) to make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this Indenture so long as such action does not materially subparagraph (v) shall adversely affect in any material respect the interests of the Noteholdersany Holder not consenting thereto; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VISix; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All [provided, however, that no such supplemental indentures pursuant to this Section 9.1(a) will indenture shall be in form reasonably satisfactory to entered into unless the Indenture Trustee. Trustee shall have received an Opinion of Counsel stating that as a result of such supplemental indenture, the Trust will not be subject to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries or a Disregarded Entity, a 100% ownership interest in the Ownership Certificate, and the Indenture Trustee receives an Officer's Certificate from the Holder of the Ownership Certificate that the Holder of the Ownership Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity under the Code and the Holder of the Ownership Certificate holds a 100% ownership Interest in the Ownership Certificate.] The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the A letter from each Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest addressed and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel delivered to the Indenture Trustee to the effect that any supplemental indenture entered into pursuant to this Section 9.01 will not cause the offerthen current ratings on the Notes to be qualified, sale and delivery reduced or withdrawn shall constitute conclusive evidence that such amendment does not adversely affect in any material respect the interests of such additional securities do not require registration under the Securities ActNoteholders.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, when directed by Issuer Orderat any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures indenture supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (ia) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with this Indenture, succession of another Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer in this Indenture Trust herein and in the NotesNotes contained; (iiid) to add to the covenants of the IssuerTrust, for the benefit of the NoteholdersHolders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Issuer in this IndentureTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture herein that may be defective or inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add amend any other provisions with respect to matters or questions arising under this Indenture, which are shall not be inconsistent with the provisions of this Indenture so long as Indenture, provided that such action does shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence the acceptance Holders of the appointment under this Indenture Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of a successor trustee with respect to the Holders of the Notes and to add to or change any the Note Insurer if the Person requesting the amendment obtains written confirmation of the provisions of this Indenture as will be necessary to facilitate the administration satisfaction of the trusts under this Indenture by more than one trustee, pursuant to Article VIRating Agency Condition; or (viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of Notes but with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21), the Issuing Entity and the Indenture Trustee, when directed authorized by Issuer an Issuing Entity Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer in this Indenture Issuing Entity herein and in the Notes; (iii) to add to the covenants of the IssuerIssuing Entity, for the benefit of the NoteholdersHolders of Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; provided further that such replacement is not prohibited by Regulation RR. (vi) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of Notes; (vivii) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or; (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures ; or (ix) to amend the “Specified Spread Account Balance” definition in a manner that results in an increase in the amounts required to be on deposit in the Spread Account pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trusteesuch definition; provided that such amendment is not prohibited by Regulation RR. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer Issuing Entity and the Indenture Trustee, when directed authorized by Issuer an Issuing Entity Order, may entermay, without the consent of any of the NoteholdersHolders of Notes but with prior written notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21), enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliverthat such action shall not, to the Indenture Trustee as evidenced by an Officer’s Certificate to of the effect that such amendment will not have a Seller, adversely affect in any material adverse effect on respect the Notes; (ii) the Issuer delivers an Opinion interests of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to Noteholder. A supplemental indenture shall be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer not to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the any Class of Notes as debt for U.S. federal income tax purposes; (iii) if the Rating Agency Condition has been satisfied with respect to such amendment; andsupplemental indenture for such Class of Notes. (ivc) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act[Reserved].

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enterExcept as provided in Section 9.2, without the consent of the Noteholders but with prior notice or any other Person, the Issuing Entity and the Indenture Trustee (when so directed by the Issuer to the Rating Agenciesan Issuing Entity Request), may enter into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: Indenture; provided that (i) any supplement that materially and adversely affects the Issuer delivers, or causes interests of the Administrator to deliver, to Noteholders shall require the Indenture Trustee an Officer’s Certificate to consent of Noteholders evidencing not less than a majority of the effect that such amendment will not have a material adverse effect on Outstanding Amount of the Notes; , voting as a single class, and (ii) any supplement that materially and adversely affects the Issuer delivers interests of the Indenture Trustee, the Owner Trustee, the Servicer, the Certificateholders or the Administrator shall require the prior written consent of the Persons whose interests are materially and adversely affected; provided further, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee stating that such amendment will not Trustee, (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; , (iiiB) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. A supplement shall be deemed not to materially and adversely affect the interests of the Noteholders if the Rating Agency Condition has been is satisfied with respect to such amendment; andsupplement. The consent of the Servicer, the Certificateholders or the Administrator shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (ivb) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Notwithstanding anything herein to the contrary, any term or provision of this Indenture may be amended by the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request) without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the issuance future in effect); it being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (d) Prior to the execution of additional securities onlyany supplemental indenture, the Issuing Entity shall provide each Rating Agency with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee. (Ae) payments The Indenture Trustee is hereby authorized to join in the execution of interest any such supplemental indenture and principal on to make any further appropriate agreements and stipulations as may be therein contained. (f) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section or Section 9.2, the Indenture Trustee shall transmit to the Noteholders to which such additional securities on each Payment Date will amendment or supplemental indenture relates a notice (to be subordinate to payments provided by the Issuing Entity) setting forth in general terms the substance of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion supplemental indenture. Any failure of Counsel to the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the effect that the offer, sale and delivery validity of any such additional securities do not require registration under the Securities Actsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies and with the prior written consent of the Issuer and (which requires the consent of the holder of the Trust Certificate), the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture provisions herein or in any supplemental indenture or to add provisions which are not inconsistent with conform the provisions hereof to those of any Offering Document, (C) obtain a rating for a Class of Notes from a nationally recognized statistical rating organization, or (D) make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this Indenture so long as such action does not materially subparagraph (iv) shall adversely affect in any material respect the interests of any Holder not consenting thereto as evidenced by an Opinion of Counsel (or, in lieu thereof, written confirmation from each Rating Agency that such supplemental indenture will not cause it to reduce or withdraw its then-current ratings on any Class of Notes) furnished to the NoteholdersIndenture Trustee at the Issuer’s expense; (viv) to evidence and provide for the acceptance of the appointment under this Indenture hereunder of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viivi) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory TIA (as evidenced by an Opinion of Counsel furnished to the Indenture TrusteeTrustee at the Issuer’s expense). provided, however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel stating that entering into such supplemental indenture will not cause the Issuer to be subject to federal income tax as long as an entity that quilifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% Percentage Interest in the Trust Certificate, and the Indenture Trustee receives an officer’s certificate from the Holder of the Trust Certificate to the effect that such Holder either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and owns a 100% Percentage Interest in the Trust Certificate. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enteralso, without the consent of any of Noteholder but with prior written notice to the NoteholdersRating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: however, that such action shall not, as evidenced by either (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (Cii) adversely affect the treatment satisfaction of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with Condition, adversely affect in any material respect to such amendment; and (iv) with respect to the issuance interests of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; PROVIDED that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies and with the prior written consent of the Issuer and (which requires the consent of the holder of the Trust Certificate), the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture provisions herein or in any supplemental indenture or to add provisions which are not inconsistent with conform the provisions hereof to those of any Offering Document, (C) obtain a rating for a Class of Notes from a nationally recognized statistical rating organization, or (D) make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this Indenture so long as such action does not materially subparagraph (iv) shall adversely affect in any material respect the interests of any Holder not consenting thereto as evidenced by an Opinion of Counsel (or, in lieu thereof, written confirmation from each Rating Agency that such supplemental indenture will not cause it to reduce or withdraw its then-current ratings on any Class of Notes) furnished to the NoteholdersIndenture Trustee at the Issuer’s expense; (viv) to evidence and provide for the acceptance of the appointment under this Indenture hereunder of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viivi) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory TIA (as evidenced by an Opinion of Counsel furnished to the Indenture TrusteeTrustee at the Issuer’s expense). provided, however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel stating that entering into such supplemental indenture will not cause the Issuer to be subject to federal income tax as long as an entity that qualifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% Percentage Interest in the Class X Certificate and the Trust Certificate, and the Indenture Trustee receives an officer’s certificate from the Holder of the Class X Certificate and the Trust Certificate to the effect that such Holder either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and owns a 100% Percentage Interest in the Class X Certificate and the Trust Certificate. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enteralso, without the consent of any of Noteholder but with prior written notice to the NoteholdersRating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: however, that such action shall not, as evidenced by either (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (Cii) adversely affect the treatment satisfaction of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with Condition, adversely affect in any material respect to such amendment; and (iv) with respect to the issuance interests of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the Noteholders, but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; andaction. (ivc) with respect Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) amended by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Indenture Trustee Rating Agencies on or prior to the effect date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the offerOwner Trustee’s or Indenture Trustee’s rights, sale indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Actthis Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Amount voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; andamendment or supplemental indenture. (ivg) with respect Notwithstanding anything under this Section 9.01 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) supplemented by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Rating Agencies and the Indenture Trustee on or prior to the effect date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the offerIndenture Trustee’s, sale the Calculation Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Actindenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the NoteholdersNoteholder or any other Person, may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Act.consent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. 47 (NAROT 2018-C Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Amount voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; andamendment or supplemental indenture. (ivg) with respect Notwithstanding anything under this Section 9.01 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) supplemented by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Rating Agencies and the Indenture Trustee on or prior to the effect date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the offerIndenture Trustee’s, sale the Calculation Agent’s, Paying Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Calculation Agent’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Actindenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, from time to time, without the consent of the Noteholders any Noteholder but with prior written notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA Trust Indenture Act or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Trust Indenture TrusteeAct. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for other than any amendment described in Section 9.2 below; provided, however, that such amendment shall not adversely affect in any material respect the purpose interests of issuing additional securities in exchange for all or a portion any Noteholder. (c) An amendment will be deemed not to materially adversely affect the interests of any Noteholder if the Residual Interest, subject party requesting the amendment obtains and delivers to the following conditionsother parties hereto: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes;effect; or (iiiii) the a letter from each Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offeramendment will not result in a qualification, sale and delivery downgrading or withdrawal of such additional securities do not require registration under the Securities Actits then-current rating of any class of Notes.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or the Swap Provider, the Issuer and the Indenture Trustee, when directed by Issuer Orderat any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures indenture supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (ia) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with this Indenture, succession of another Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iiid) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of all Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture herein that may be defective or inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add amend any other provisions with respect to matters or questions arising under this Indenture, which are shall not be inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VIIndenture; or (viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be ; provided that such action shall not adversely affect in form reasonably satisfactory to any material respect the Indenture Trustee. The Indenture Trustee is authorized to join in interests of the execution Holders of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. the Notes or the Certificateholders or the Swap Provider (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without unless the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2Swap Provider is obtained) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment and will not have a material adverse effect on prevent the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold Notes from being characterized as debt for United States federal income tax purposes or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated subject to federal income tax; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and will not prevent the Notes from being characterized as an association or publicly traded partnership taxable as a corporation debt for U.S. United States federal income tax purposes or (C) adversely affect cause the treatment of the Notes as debt for U.S. Issuer to be subject to federal income tax purposes; (iii) if the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to Person requesting the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) amendment obtains either (1i) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to delivered to, but not at the expense of, the Indenture Trustee Trustee, to such effect or (ii) written confirmation of the effect that satisfaction of the offer, sale and delivery of such additional securities do not require registration under the Securities ActRating Agency Condition.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; oror 47 (NAROT 2017-B Indenture) (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the NoteholdersNoteholder or any other Person, may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Actconsent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Amount voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. 46 (NAROT 2023-B Indenture) (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act amendment or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies and, in the case of clause (viii), satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property subject to the Lien of this Indenture, Collateral or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject add additional property to the Lien of this Indenturecollateral; (ii) to evidence provide for the succession, in compliance with this Indenture, assumption of another Person the Note and the Indenture obligations by a permitted successor to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the NotesTrust; (iii) to add to the additional covenants of the Issuer, for the benefit of the related Noteholders, or to surrender any right rights or power conferred upon the Issuer in this IndentureTrust; (iv) to convey, transfer, assign, assign mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to ambiguity or correct or supplement any provision in this the Indenture or in any supplemental indenture that which may be inconsistent with any other provision in this of the Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholdersindenture; (vi) to evidence provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and Indenture Trustee or to add to or change any of the provisions of this the Indenture as will shall be necessary and permitted to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or; (vii) to modify, eliminate or add to the provisions of this the Indenture in order to comply with the Trust Indenture Act of 1939, as necessary to effect the qualification of this Indenture under the TIA and amended; or (viii) to add to this Indenture such other any provisions as may be required by to, change in any manner or eliminate any of the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to provisions of, the Indenture Trustee. The Indenture Trustee is authorized to join or modify in any manner the execution rights of Noteholders under such Indenture; provided that any action specified in this clause (viii) shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indentureNoteholder unless Noteholder consent is otherwise obtained as described herein. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into an indenture one or more indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Amount voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. 45 (NAROT 2022-B Indenture) (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act amendment or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Amount voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act amendment or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a49 (2020-C Indenture) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actaction.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders;Holders of the Notes; 51 (2020-B Indenture) (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actaction.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; oror 42 (Nissan 2013-C Indenture) (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the Noteholders, Noteholder or any other Person may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Actconsent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any holders of the Notes but with prior notice to the Rating Agencies and prior written consent of Ambac (provided that Ambac is then the Controlling Party), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholdersholders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the Noteholders;holders of the Notes; or (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Administrator, on behalf of the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the Noteholdersholders of the Notes but upon satisfying the Rating Agency Condition and with the consent of Ambac (provided that Ambac is then the Controlling Party), enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture Indenture, including changing the Auction Procedures for the Auction Rate Notes, or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of Ambac or the Noteholders holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to Counsel, adversely affect in any material respect the Indenture Trustee stating interests of Ambac (provided that such amendment will not (AAmbac is then the Controlling Party) cause or any Note to be deemed sold or exchanged for purposes of Section 1001 holder of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities ActNotes.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuer and the Indenture Trustee (when so directed by an Issuer Order), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion majority of the Residual InterestOutstanding Principal Amount of the Controlling Class voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, the Owner Trustee or the Administrator shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Certificateholders, the Owner Trustee or the Administrator, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator Depositor delivers an Officer’s Certificate to deliverthe Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. 48 (NAROT 2025-A Indenture) (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to effect, and the Indenture Trustee stating may conclusively rely upon the Officer’s Certificate from the Servicer that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; andamendment or supplemental indenture. (ivg) with respect Notwithstanding anything under this Section 9.01 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) supplemented by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Rating Agencies and the Indenture Trustee on or prior to the effect date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the offerIndenture Trustee’s, sale the Calculation Agent’s, Paying Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Calculation Agent’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Actindenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance Holders of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the Noteholders, Noteholder or any other Person may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with 43 (Nissan 2014-B Indenture) respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Actconsent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company, when authorized by the resolutions of the Board of Directors, and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, succession of another Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer in this Indenture Company herein and in the Notes;; or (iiib) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this Indenture;Company; or (ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor T▇▇▇▇▇▇ with respect to or with the Indenture Trustee;Notes; or (vd) to cure any ambiguity, defect or inconsistency or make any change necessary to conform the indenture to the section “Description of Notes” contained in the offering circular dated May 30, 2007, to correct or supplement any provision in this Indenture or in any supplemental indenture that herein which may be inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add make any other provisions with respect to matters or questions arising under this Indenture, which are shall not be inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders;Indenture; or (vie) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to to, change or change eliminate any of the provisions of this Indenture as will be necessary to permit or facilitate the administration issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the trusts under this Indenture by more than one trustee, pursuant to Article VIholders in any material respect; or (viif) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Section 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.01(e); or (g) to modify, eliminate provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or (h) to modify or add to amend any of the provisions of this Indenture as necessary to effect permit the qualification of this Indenture under the TIA and Trust Indenture Act; or (i) to add to this Indenture such make any other provisions as may be required change that does not adversely affect the rights of any holder. Upon the written request of the Company, accompanied by a copy of the TIA. All resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to indenture, the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be executed by the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act10.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the Noteholders;Holders of the Notes; 48 (NAROT 2019-C Indenture) (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the NoteholdersNoteholder or any other Person, may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. (c) Notwithstanding anything in this Section 9.01, in Section 9.02 or in any Basic Document to the contrary, following the occurrence of an Alternate Rate Event, this Indenture may be amended by the Issuer and the Indenture Trustee (acting at the direction of the Issuer) without the consent of the Noteholders or any Certificateholder and without satisfying any other amendment provisions of this Indenture or any other Basic Document in connection with any determination and calculation of the Alternative Benchmark Rate and the Benchmark Spread Adjustment, to make any adjustments to the day count, business day convention, the definition of business day, interest determination dates and any other related provisions and definitions or any other relevant methodology for calculating any alternative rate or any related technical, administrative or operational changes, in each case that, in NMAC’s reasonable discretion, are not inconsistent with accepted market practice for asset-backed securities or securitization financing transactions or applicable regulatory or legislative action or guidance for 49 (NAROT 2019-C Indenture) the use of such additional alternative rate for securities do not require registration under such as the Securities ActNotes (collectively, “Alternative Rate Conforming Changes”); provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed. For the avoidance of doubt, any Alternative Rate Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the date of an Alternate Rate Event) and this Indenture may be amended more than once in connection with Alternative Rate Conforming Changes; provided, that no such retroactive Alternative Rate Conforming Change shall alter any interest payment previously paid.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; oror 42 (Nissan 2014-A Indenture) (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the Noteholders, Noteholder or any other Person may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Actconsent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes or any Certificates and with prior written notice by the Issuer to the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i1) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii2) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as extent such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii7) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the NoteholdersNoteholder or any other Person, may enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: : (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the offerinterests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, sale however, that in the event that any Certificates are then held by anyone other than the Administrator or any of its Affiliates, this Indenture may only be amended by the Issuer and delivery the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such additional securities do amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders. It will not require registration under be necessary to obtain the Securities Act.consent of the Certificateholders to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. 47 (NAROT 2019-A Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture.therein contained. 51 (2019-A Indenture) (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actaction.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies and the written consent of the Credit Enhancer (which consent shall not be unreasonably withheld), unless a Credit Enhancer Default has occurred and is continuing, the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderRequest, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes or the Credit Enhancer, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error, or to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein, in any supplemental indenture or in the Prospectus Supplement; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially and adversely affect the interests of the NoteholdersHolders of the Notes or the Credit Enhancer; (vivii) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will be in form reasonably satisfactory not have any material adverse tax consequences to the Indenture TrusteeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderRequest, may entermay, also without the consent of any of the NoteholdersHolders of the Notes, but with prior notice to the Rating Agencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. (c) The Issuer and the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of issuing providing for the issuance of one or more additional securities in exchange for classes of Notes entitled to payments derived solely from all or a portion of the Residual Interest, subject payments to which the Certificate issued on the Closing Date pursuant to the following conditions: Trust Agreement are entitled; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the Issuer delivers, interests of any Noteholder or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; Credit Enhancer or (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as subject to an association or publicly traded partnership taxable as entity level tax. Each such class of Notes shall be a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment non recourse obligation of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect Issuer and shall be entitled to interest and principal in such amounts, and to such amendment; and (iv) with respect security for the repayment thereof, as shall be specified in such amendment or amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or the creation of a new indenture and the issuance of additional securities onlythe related class or classes of Notes, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to shall require the Indenture Trustee to give notice to the effect that Holders of the offer, sale Notes and delivery the Rating Agencies setting forth in general terms the substance of the provisions of such additional securities do amendment. Any failure of the Indenture Trustee to provide such notice as is required under this paragraph, or any defect therein, shall not, however, in any way impair or affect the validity of such amendment or any class of Notes issued pursuant thereto. Unless the Credit Enhancer agrees in writing, (i) any classes of Notes issued pursuant to a supplemental indenture shall not require registration under be entitled to the Securities Actinsurance provided by the Credit Enhancement Instrument and (ii) the Holders of any such classes of Notes shall be entitled only to such distributions or a portion of such distributions as the Holders would have received as Holder of Certificate.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders;Holders of the Notes; 52 (2021-C Indenture) (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; andaction. (ivc) with respect Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) amended by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Indenture Trustee Rating Agencies on or prior to the effect date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the offerOwner Trustee’s or Indenture Trustee’s rights, sale indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Act.this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 53 (2021-C Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, when directed by Issuer Orderat any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures indenture supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (ia) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with this Indenture, succession of another Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer in this Indenture Trust herein and in the NotesNotes contained; (iiid) to add to the covenants of the IssuerTrust, for the benefit of the NoteholdersHolders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Issuer in this IndentureTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture herein that may be defective or inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add amend any other provisions with respect to matters or questions arising under this Indenture, which are shall not be inconsistent with the provisions of this Indenture so long as Indenture, provided that such action does shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence the acceptance Holders of the appointment under this Indenture Notes or the Certificateholders and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of a successor trustee with respect to the Holders of the Notes and the Note Insurer and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to add be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes if the Person requesting the amendment obtains either (i) an Opinion of Counsel delivered to, but not at the expense of, the Indenture Trustee or to the Note Insurer, to such effect or change any (ii) written confirmation of the provisions of this Indenture as will be necessary to facilitate the administration satisfaction of the trusts under this Indenture by more than one trustee, pursuant to Article VIRating Agency Condition; or (viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this the Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this the Indenture, or to subject additional property to the Lien lien of this Indenturethe Indenture additional property; (ii) to evidence the succession, in compliance with this IndentureSection 3.11, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with respect to matters or questions arising under the provisions of this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this the Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; or; (vii) to modify, eliminate or add to the provisions of this the Indenture to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA; or (viii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.11. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any Noteholders of any Series then Outstanding but upon satisfaction of the NoteholdersRating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Holders of the Notes under the Indenture; provided, however that Transferor shall have delivered to the Owner Trustee and Indenture Trustee an Officer’s Certificate, dated the date of any such action, stating that all requirements for such amendments contained in the Indenture have been met and Transferor reasonably believes that such action will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders under this Indenture of any Series then Outstanding or the Enhancement Providers for the purpose of issuing additional securities any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in exchange for order to enable all or a portion of Issuer to avoid the Residual Interestimposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, subject however, that (1) Transferor shall have delivered to Indenture Trustee and the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Owner Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) proposed amendments meet the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of requirements set forth in this Section 1001 of the Code10.01(b), (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii2) the Rating Agency Condition has shall have been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B3) either (1) such additional securities are registered under each of the Securities Act or (2) the Issuer delivers an Opinion of Counsel to Owner Trustee and the Indenture Trustee shall have consented to the effect that the offersuch amendment if it affects their respective rights, sale and delivery of such additional securities do not require registration under the Securities Actduties, protections, indemnities, immunities or obligations hereunder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; andaction. (ivc) with respect Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) amended by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Indenture Trustee Rating Agencies on or prior to the effect date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the offerOwner Trustee’s or Indenture Trustee’s rights, sale indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Act.this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 54 (2022-B Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or 53 (2025-B Indenture) (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such amendment; andaction. (ivc) with respect Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the issuance of additional securities onlycontrary, (A) payments of interest and principal on such additional securities on each Payment Date will to the extent permitted by the TIA, this Indenture may be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) amended by the Issuer delivers an Opinion without the consent of Counsel the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Indenture Trustee Rating Agencies on or prior to the effect date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the offerOwner Trustee’s or Indenture Trustee’s rights, sale indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and delivery of such additional securities do not require registration under the Securities Actthis Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated January 8, 2015 or the Prospectus Supplement dated January 14, 2015 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the satisfaction of one of the following conditions: (i) the Issuer delivers, delivers an Opinion of Counsel or causes the Administrator to deliver, an Officer’s Certificate to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on materially and adversely affect the Notes;interests of the Noteholders; or (ii) the Issuer delivers an Opinion Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actaction.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderOrder and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more supplemental indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated July 9, 2012 or the Prospectus Supplement dated October 10, 2012 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as indenture; provided, that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; oror 52 (2012-C Indenture) (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will action shall not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) materially and adversely affect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental hereto or to this any Indenture Supplement (which will shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm Grant unto the Indenture Trustee a Lien on any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; provided such surrender would not (as evidenced by an Officer's Certificate of the Issuer) have a material adverse effect on the Noteholders; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture TrusteeTrustee for the benefit of the Noteholders; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided, that such action does shall not (as evidenced by an Officer's Certificate of the Issuer) materially and adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant ; or (viii) to this provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee2.8. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture TrusteeTrustee may when authorized by an Issuer Request, when directed by Issuer Order, may enter, also without the consent of any Noteholders of the Noteholdersany Series then Outstanding, enter into an indenture or indentures supplemental hereto or to this any Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of to any Indenture Supplement or modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for under any Indenture Supplement; provided, however, that the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject Issuer shall have delivered to the following conditions: Indenture Trustee (i) an Officer's Certificate, dated the date of any such action, stating that all requirements therefor contained in this Section 9.1(b) have been met, and that the Issuer reasonably believes that such action will not result in an Adverse Effect and (ii) a Tax Opinion. Additionally, notwithstanding the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (i) the Issuer delivers, or causes the Administrator to deliver, delivers to the Indenture Trustee and the Issuer an Officer’s 's Certificate to the effect that such amendment will not have a material adverse effect on the Notes; proposed action (i) meets the requirements set forth in this Section 9.1(b) and (ii) does not adversely affect the Issuer delivers an Opinion rights, duties, protections, indemnities, immunities or obligations of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer hereunder. The amendments which the Issuer may make without the consent of Noteholders pursuant to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (Cthis Section 9.1(b) adversely affect may include the treatment addition of the Notes as debt for U.S. federal income tax purposes;Transferred Receivables. (iiic) The Issuer shall notify the Rating Agency Condition has been satisfied with respect Agencies as to such amendment; and (iv) with respect any amendment pursuant to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actthis Section 9.1.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, when authorized by the resolutions of the Board of Directors, and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by holders of the Issuer to the Rating Agencies, into Notes hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, of another Person a successor to the Issuer, Issuer and the assumption by any such that successor of the covenants obligations of the Issuer in under this Indenture and in the Notes; (iiib) to provide for conversion right of holders of the Notes if any reclassification or change of shares of Common Stock or any consolidation, merger or sale of all or substantially all of the property or assets of the Issuer; (c) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, holders of the Notes or to surrender any right or power conferred upon the Issuer; (d) to secure the obligations of the Issuer in respect of the Notes; (e) to add guarantees; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (ivg) to convey, transfer, assign, mortgage or pledge any property to or comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture Trusteeunder the Trust Indenture Act, as contemplated by this Indenture or otherwise; (vh) to cure any ambiguity, to correct omission, defect or supplement any provision inconsistency in this Indenture or in make any supplemental indenture that other provision with respect to matters or questions arising under this Indenture which the Issuer may deem necessary or desirable and which shall not be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as Indenture; provided that such action modification or amendment does not materially not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Noteholdersholders of the Notes in any material respect; (vii) to evidence the acceptance of the appointment add or modify any provision with respect to matters or questions arising under this Indenture which the Issuer and the Trustee may deem necessary or desirable and which will not adversely affect the interests of a successor trustee with respect to the holders of the Notes and to add to or change in any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VImaterial respect; or (viij) to modify, eliminate or add to the provisions modify any provision of this Indenture as necessary to effect conform that provision to the qualification description thereof set forth in the Offering Memorandum. Upon the written request of this Indenture under the TIA and to add to this Indenture such other provisions as may be required Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. All Issuer’s Secretary or Assistant Secretary authorizing the execution of any supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to indenture, the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The ---------------------------------------------------------- Without the consent of the Holders of any Notes but with the consent of the Note Insurer and prior notice to the Rating Agencies and the Note Insurer, the Issuer and the Indenture Trustee, when directed authorized by an Issuer OrderRequest, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform supplemental, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders;Holders of the Notes; provided further that such supplement shall be deemed not to materially adversely affect the interests of the Holders of the Notes if the Person requesting such supplement delivers to the Indenture Trustee a letter from each Rating Agency to the effect that such supplement will not cause such Rating Agency to lower or withdraw its current rating on the Notes without regard to the Note Insurance Policy; or (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modifyprovided, eliminate or add however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an opinion of counsel stating that entering into such indenture supplement will not have any material adverse tax consequences to the provisions Noteholders; and provided, further, that no indenture supplement shall amend or modify the rights of this Indenture as necessary to effect the qualification Swap Counterparty without the consent of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture TrusteeSwap Counterparty. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, when authorized by the resolutions of the Board of Directors, the Guarantor and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions any Holder of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Notes hereto for any of the following purposes: (ia) to correct or expand the description of any property subject evidence a successor to the Lien of this Indenture, Issuer as obligor or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of Guarantor as guarantor under this Indenture; (iib) to evidence add Events of Default for the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor benefit of the covenants Holders of the Issuer in this Indenture and in the Notes; (iiic) to add to secure the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this IndentureNotes; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to Trustee or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (e) to cure any ambiguity, pursuant defect or inconsistency in this Indenture; provided that this action shall not materially adversely affect the interests of the Holders of the Notes in any material respect; provided that no modification or amendment to Article VIcure any ambiguity, defect or inconsistency in the indenture or the Notes made solely to conform the indenture to the “Description of Notes” contained in the Offering Memorandum will be deemed to adversely affect the interests of the holders of the Notes; (f) to amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then outstanding; (g) to add to the covenants of the Issuer or the Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantor in this Indenture or in the Notes; (h) to provide for Global Notes in addition to or in place of Certificated Notes, as provided in this Indenture; (i) to make any changes to comply with the Trust Indenture Act, or any amendment thereto; or (viij) to modify, eliminate or add to the provisions of modify this Indenture and the Notes to increase the Exchange Rate or reduce the Exchange Price; provided that the increase or reduction, as necessary to effect the qualification case may be, is in accordance with the terms of this Indenture under the TIA and to add to this Indenture such other provisions as may be required Notes or will not adversely affect the interests of the Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. All Guarantor’s Secretary or Assistant Secretary authorizing the execution of any supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to indenture, the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantor and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act9.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indent Indenture so long as or in any supplemental indenture; provided that such action does shall not -------- materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer, by an Issuer Order, and the Indenture Trustee, when directed by Issuer Orderat any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of Indenture Trustee without the Trust Indenture Act as in force at the date of the execution consent of any such indenture supplemental to this Indenture) Noteholder, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or ; provided such action pursuant to subject additional property to this clause (i) shall not adversely affect the Lien interests of this Indenturethe Noteholders in any respect; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, provide for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to provide for or facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeIndenture Trustee, pursuant to Article VIthe requirements of Section 7.09 and Section 7.11 hereof; or (viiiii) to modifycure any ambiguity, eliminate to correct or add supplement any provision herein which may be defective or inconsistent with any other provision herein, to conform this Indenture to the provisions of this Indenture as necessary offering circular related to effect the qualification of this Indenture under the TIA and Notes, or to add to this Indenture such make any other provisions as may be required by the TIA. All supplemental indentures with respect to matters or questions arising under this Indenture; provided that such action pursuant to this Section 9.1(aclause (iii) will be in form reasonably satisfactory to shall not adversely affect the Indenture Trustee. The Indenture Trustee is authorized to join in interests of the execution Holders of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indentureNotes. (b) The Issuer Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent Rating Agency a copy of any of the Noteholders, supplemental indenture entered into an indenture or indentures supplemental pursuant to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions:9.01 hereof. (ic) the Issuer deliversProvided that all other conditions precedent have been satisfied, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate shall approve any supplemental indenture for which it receives written confirmation from the Rating Agency that such supplemental indenture will not cause the Rating Agency to reduce, qualify or withdraw the then current rating assigned to the effect that such amendment will not have a material adverse effect on the Notes; Notes (ii) the Issuer delivers an and any Opinion of Counsel to requested by the Indenture Trustee stating that in connection with any such amendment will supplemental indenture may rely expressly on such confirmation as the basis for determining whether such supplemental indenture does not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) materially adversely affect the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) Holders of the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities ActNotes).

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders Holders of any Notes but with prior notice by the Issuer to the Rating Agencies, the Note Issuer and the Note Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Note Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Note Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Note Issuer, and the assumption by any such successor of the covenants of the Note Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Note Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureNote Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Note Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does shall not materially adversely affect the interests of the NoteholdersHolders of the Notes or holders of the Certificates; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. All supplemental indentures pursuant ; or (viii) to this Section 9.1(a) will be in form reasonably satisfactory to set forth the Indenture Trusteeterms of any Series that has not theretofore been authorized by a Series Supplement. The Indenture Note Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Note Issuer and the Indenture Note Trustee, when directed authorized by an Issuer Order, may entermay, also without the consent of any of the NoteholdersHolders of the Notes, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders Holders of the Notes under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: however, that (i) the Issuer deliverssuch action shall not, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers as evidenced by an Opinion of Counsel to Counsel, adversely affect in any material respect the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 interests of the Code, Noteholders or the holders of Certificates and (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iiiii) the Rating Agency Condition has shall have been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actthereto.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act Except as provided in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter9.02, without the consent of any of other Person, the NoteholdersIssuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request), may enter into an indenture one or more amendments or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture Indenture; provided that (i) either (A) any amendment or for supplemental indenture that materially 66 (NALT 20[●]-[●] Indenture) and adversely affects the purpose Noteholders shall require the consent of issuing additional securities in exchange for all or Noteholders holding not less than a portion Majority Interest of the Residual InterestNotes voting together as a single class, subject or (B) such amendment or supplemental indenture shall not materially and adversely affect the Noteholders, and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Trust Certificateholder, the Indenture Trustee, the Owner Trustee or the Administrative Agent shall require the prior consent of the Persons whose interests are adversely affected, provided that the consent of the Servicer, the Trust Certificateholder, the Owner Trustee or the Administrative Agent, as the case may be, shall be deemed to have been given if the following conditions: Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect the interests of the Noteholders if (i) the Issuer deliversRating Agency Condition is satisfied with respect to such supplement or amendment, or causes (ii) the Administrator to deliver, to the Indenture Trustee Depositor delivers an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. [Notwithstanding the foregoing, this Indenture may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.] (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee shall receive an Opinion of Counsel to the effect that such action shall not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes;, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. (iiif) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the 67 (NALT 20[●]-[●] Indenture) Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuing Entity) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (g) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act amendment or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With the prior written consent of the Note Insurer and prior written notice to the Rating Agencies and the Swap Counterparty (a) The unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), but without first obtaining the prior written consent of any Noteholder, the Issuer and the Indenture TrusteeTrustee or the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), when directed authorized by an Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one an indenture or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) hereto to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that herein which may be defective or inconsistent with any other provision in this Indenture or in any supplemental indenture herein, or to add amend any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as Indenture; provided, however, that such action does shall not materially adversely affect the interests of any Noteholder, the Noteholders; Swap Counterparty (vi) to evidence unless the acceptance of the appointment under this Indenture of a successor trustee with respect Interest Rate Swap Agreement has been terminated and all amounts owed to the Notes and to add to Swap Counterparty have been paid in full) or change any the Note Insurer (without the prior written consent of such Noteholder, the provisions of this Indenture Swap Counterparty or the Note Insurer). No supplemental indenture shall be effective as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory Servicer, to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any extent such supplemental indenture and is disadvantageous to make any further reasonably appropriate agreements and stipulations that may be contained in the Servicer, unless the Servicer has given its written consent to such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.