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

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholder or any other Person, may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the The Issuer and the Indenture Trustee, when authorized directed by an Issuer Order, at any time and from time may enter, without the consent of the Noteholders but with prior notice by the Issuer to timethe Rating Agencies, may enter into one or more indentures supplemental hereto to this Indenture (which shall will conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory of any such indenture supplemental to the Indenture Trustee, this Indenture) for any of the following purposes: (i) to correct or amplify expand 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 Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereofthis Indenture, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein in this Indenture and in the Notes containedNotes; (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 IssuerIssuer 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 herein in this Indenture or in any supplemental indenture which that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or to make any other add provisions which are not inconsistent with respect to matters or questions arising under the provisions of this Indenture or in any supplemental indenture; provided that so long as such action shall does not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by 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 shall will be necessary to facilitate the administration of the trusts hereunder under this Indenture 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 therein containedcontained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when authorized directed by an Issuer Order, maymay enter, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholders, enter into an indenture or indentures supplemental hereto 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; providedIndenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, howeversubject 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 action shall not, as evidenced by amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of CounselCounsel 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 in any material 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 interests issuance of any Noteholderadditional 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) Without With the consent of the Note Insurer and without the consent of the Holders of any Noteholders but with prior notice to the Rating AgenciesNotes, the Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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 to the lien of this Indenture 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 the applicable provisions hereof, succession of another person Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes 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 IssuerTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with Notes or the Holders of 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 shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided provided, that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Noteholders, but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Issuer, when authorized by an Issuer Orderthe resolutions of the Board of Directors, at any time the Guarantor and the Trustee may, from time to time, may and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject evidence a successor to the lien of Issuer as obligor or to the Guarantor as guarantor under 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (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 herein conferred upon the IssuerIssuer or the Guarantor in this Indenture or in the Notes; (ivc) to convey, transfer, assign, mortgage add Events of Default for the benefit of the Holders of the Notes; (d) to amend or pledge supplement any property provisions of this Indenture; provided that no amendment or supplement shall adversely affect the interests of the Holders of any Notes then outstanding in any material respect; (e) to secure the Notes; (f) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (vg) to comply with the Trust Indenture Act or the rules and regulations thereunder; (h) to provide for rights of Holders of Notes if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and the Guarantor occurs; (i) to cure any ambiguity, to correct defect or supplement any provision herein or inconsistency in any supplemental indenture which 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 indentureIndenture; provided that such this action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes in any material respect; (vij) to evidence and provide for the acceptance issuance of Additional Notes in accordance with the appointment hereunder by a successor trustee with respect limitations set forth in this Indenture; (k) to the Notes and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one trustee, pursuant to Notes; provided that the requirements action shall not adversely affect the interests of Article VIthe Holders of the Notes in any material respect; or (viil) to modify, eliminate or add to conform the provisions text of this Indenture Indenture, any Guarantee or the Notes to such extent as shall be necessary to effect any provision of the qualification description thereof set forth in the Prospectus. Upon the written request 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 Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. The Indenture Issuer’s or the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 authorized by an Issuer Order, may, also Trustee without the consent of the Holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 9.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to Holders of the Rating AgenciesNotes, enter into an indenture or indentures supplemental 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 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, not materially and adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the each Rating AgenciesAgency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (v) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect material respect the interests of the Noteholdersany Holder not consenting thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. [provided, however, that no such supplemental indenture shall be entered into unless the Indenture 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer A letter from each Rating Agency addressed and delivered to the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice Trustee to the Rating Agencieseffect that any supplemental indenture entered into pursuant to this Section 9.01 will not cause the then current ratings on the Notes to be qualified, enter into an indenture reduced or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, withdrawn shall constitute conclusive evidence that such action shall not, as evidenced by an Opinion of Counsel, amendment does not adversely affect in any material respect the interests of any Noteholderthe Noteholders.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating AgenciesAgencies 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 authorized by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 herein or in any supplemental indenture which that may be inconsistent with any other provision herein or 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; provided provided, that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; 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 not have any material adverse tax consequences to the Noteholders. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, may, also without the consent of any of the Noteholders Holders of the Notes, but with prior notice to the Rating AgenciesAgencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental 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 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 CounselCounsel (a copy of which shall be delivered to the Credit Enhancer), (i) adversely affect in any material respect the interests of any NoteholderNoteholder 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 providing for the issuance of one or more additional classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificate issued on the Closing Date pursuant to the Trust Agreement are entitled; 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. Each such class of Notes shall be a non-recourse obligation of the Issuer and shall be entitled to interest and principal in such amounts, and to such 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 the related class or classes of Notes, the Issuer shall require the Indenture Trustee to give notice to the Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such 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 be entitled to the insurance 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) Without the consent of any Noteholders the Noteholders, but with prior notice made available by the Administrator to each Rating Agency and subject to the satisfaction of the Rating AgenciesAgency Condition, the Issuer and the Indenture Trustee, when authorized so requested by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which that may be defective or 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 indentureindenture that shall not be inconsistent with the provisions of this Indenture; provided that such action shall 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 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 shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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. 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 that as may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized requested by an Issuer OrderRequest, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, may enter into an indenture or indentures supplemental 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 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder (as evidenced by an Officer’s Certificate of the Issuer), (ii) the 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, (A) affect the treatment of the Notes as debt for 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. (c) Each amendment described above shall be deemed not to materially and adversely affect in any material respect the interests of any Noteholderholder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Noteholders but with prior notice to the Rating AgenciesNotes, the Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures indenture supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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 to the lien of this Indenture 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 the applicable provisions hereof, succession of another person Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes 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 IssuerTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with Notes or the Certificateholders; provided, that the amendment shall be deemed not 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 shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders the Holders of Notes but with prior written notice to the Rating AgenciesAgencies (which notice shall be given pursuant to Section 11.21), the Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes containedNotes; (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 IssuerIssuing 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 herein or in any supplemental indenture which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of Notes; (vivii) to evidence and provide for the acceptance of the appointment 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 shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; 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 such 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Order, may, also without the consent of any of the Noteholders Holders of Notes but with prior written notice to the Rating AgenciesAgencies (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 the rights of the Noteholders Holders of Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion Officer’s Certificate of Counselthe Seller, adversely affect in any material respect the interests of any Noteholder. A supplemental indenture shall be deemed not to adversely affect in any material respect the interests of any Class of Notes if the Rating Agency Condition has been satisfied with respect to such supplemental indenture for such Class of Notes. (c) [Reserved].

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating Agencies, 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 authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (iv) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect 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 hereunder by of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATIA (as evidenced by an Opinion of Counsel furnished to the Indenture Trustee 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, maymay also, also without the consent of any of the Noteholders Noteholder but with prior written notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by either (i) an Opinion of CounselCounsel or (ii) satisfaction of the Rating Agency Condition, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.2, without the consent of the Noteholders or any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer Issuing Entity and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to timeIssuing Entity Request), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) any supplement that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, howevervoting as a single class, and (ii) any supplement that materially and adversely affects the 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 CounselCounsel delivered to the Indenture Trustee, (A) 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 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 in any material respect the interests of the Noteholders if the Rating Agency Condition is satisfied with respect to such supplement. 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. (b) It shall not be necessary for the consent of any NoteholderPerson 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 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 any 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. (e) 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. (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 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 transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Noteholders, but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating Agencies, 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 authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (iv) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect 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 hereunder by of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATIA (as evidenced by an Opinion of Counsel furnished to the Indenture Trustee 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, maymay also, also without the consent of any of the Noteholders Noteholder but with prior written notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by either (i) an Opinion of CounselCounsel or (ii) satisfaction of the Rating Agency Condition, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided PROVIDED that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any NoteholderSOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating AgenciesAgencies 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 authorized by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 herein or in any supplemental indenture which that may be inconsistent with any other provision herein or 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; provided provided, that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; 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 not have any material adverse tax consequences to the Noteholders. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, may, also without the consent of any of the Noteholders Holders of the Notes, but with prior notice to the Rating AgenciesAgencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental 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 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 NoteholderNoteholder 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 providing for the issuance of one or more additional classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificate issued on the Closing Date pursuant to the 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 interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. Each such class of Notes shall be a non recourse obligation of the Issuer and shall be entitled to interest and principal in such amounts, and to such 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 the related class or classes of Notes, the Issuer shall require the Indenture Trustee to give notice to the Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such 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 be entitled to the insurance 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) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture. (g) Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of 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 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 Indenture Trustee’s, 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 the indenture 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) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.Notes;

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating AgenciesAgency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this the Indenture, or to subject to the lien of this the Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereofSection 3.11, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (iv) to convey, transfer, assign, mortgage or pledge any property to the or with Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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 the Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment 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 shall be necessary to facilitate the administration of the trusts 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 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but upon satisfaction of the Noteholders but Rating Agency Condition with prior notice respect to the Rating AgenciesNotes of all Series, enter into an indenture or indentures supplemental 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 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 Indentureof any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor shall have delivered to Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 10.01(b), (2) the Rating Agency Condition shall have been satisfied and (3) each of the Owner Trustee and the Indenture Trustee shall have consented to such action shall notamendment if it affects their respective rights, as evidenced by an Opinion of Counselduties, adversely affect in any material respect the interests of any Noteholderprotections, indemnities, immunities or obligations hereunder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or 53 (2025-B Indenture) (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any NoteholderSOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any Noteholder.SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 54 (2022-B Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but with prior notice to Notes or the Rating AgenciesSwap Provider, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures indenture supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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 to the lien of this Indenture 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 the applicable provisions hereof, succession of another person Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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 IssuerTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action Indenture, which shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee be inconsistent with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, provided that such action shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders or the Swap Provider (unless the consent of the Swap Provider is obtained) and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax; provided, that the amendment shall be deemed not to adversely affect in any Noteholdermaterial respect the interests of the Holders of the Notes and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax if the Person requesting the amendment obtains either (i) an Opinion of Counsel delivered to, but not at the expense of, the Indenture Trustee, to such effect or (ii) written confirmation of the satisfaction of the Rating Agency Condition.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture. (g) Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of 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 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 Indenture Trustee’s, 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 the indenture 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) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and may, from time to time, may without the consent of any Noteholder but with prior written notice to the Rating Agencies, enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 TIATrust Indenture Act. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this IndentureIndenture other than any amendment described in Section 9.2 below; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder. (c) An amendment will be deemed not to materially adversely affect the interests of any Noteholder if the party requesting the amendment obtains and delivers to the other parties hereto: (i) an Opinion of Counsel to that effect; or (ii) a letter from each Rating Agency to the effect that the amendment will not result in a qualification, downgrading or withdrawal of its then-current rating of any class of Notes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies and, in the case of clause (viii), satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time 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 to the lien of this Indenture add additional propertycollateral; (ii) to evidence provide for the succession, in compliance with assumption of the applicable provisions hereof, of another person 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 herein and in the Notes containedTrust; (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 herein conferred upon the IssuerTrust; (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 herein in the Indenture or in any supplemental indenture which 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 of the Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by 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 shall be necessary and permitted to facilitate the administration of the trusts 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 the Indenture in order to such extent comply with the Trust Indenture Act of 1939, as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and amended; or (viii) to add to any provisions to, change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of Noteholders under such Indenture; provided that any action specified in this Indenture such other provisions clause (viii) shall not, as may be expressly required evidenced by an opinion of counsel, adversely affect in any material respect the TIA. The Indenture Trustee is hereby authorized to join in the execution interests of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedNoteholder unless Noteholder consent is otherwise obtained as described herein. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders 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 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 49 (2020-C Indenture) 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Noteholders but with prior notice to the Rating AgenciesNotes, the Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures indenture supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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 to the lien of this Indenture 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 the applicable provisions hereof, succession of another person Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes 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 IssuerTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by 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 successor trustee with 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 to the interests of 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 shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained.. 51 (2019-A Indenture) (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, Noteholder or any other Person may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with 43 (Nissan 2014-B Indenture) respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors, at any time and the Trustee may, from time to time, may and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;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;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 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 herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action Indenture, which shall not materially adversely affect be inconsistent with the interests provisions of the Noteholders;this Indenture; or (vie) to evidence and provide for the acceptance of the appointment hereunder by 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 shall 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 hereunder by more than one trustee, holders in any material respect; or (f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article VISection 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.01(e); or (viig) 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 to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA Trust Indenture Act; or (i) to make any other change that does not adversely affect the rights of any holder. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or under Assistant Secretary authorizing the execution of any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by supplemental indenture, the TIA. 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 authorized by an Issuer Order, may, also Trustee without the consent of the holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 10.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, Noteholder or any other Person may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders holders of the Notes but with prior notice to the Rating AgenciesAgencies and prior written consent of Ambac (provided that Ambac is then the Controlling Party), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Administrator, on behalf of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders holders of the Notes but with prior notice to upon satisfying the Rating AgenciesAgency Condition and with the consent of Ambac (provided that Ambac is then the Controlling Party), enter into an indenture or indentures supplemental 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 the rights of Ambac or the Noteholders holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of Ambac (provided that Ambac is then the Controlling Party) or any Noteholderholder of the Notes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholder or any other Person, may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, Noteholder or any other Person may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed amendment or consent, but it will be sufficient if such consent approves the substance thereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholder or any other Person, may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholder.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) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any Noteholder.SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 53 (2021-C Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to time), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; providedprovided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Principal Amount of the Controlling Class voting together as a single class, 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 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 Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the 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, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 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 or supplemental indenture. (g) Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of 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 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 Indenture Trustee’s, 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 the indenture 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) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholder or any other Person, may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholderproposed 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 alternative rate for securities such as the Notes (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) Without the consent of the Holders of any Noteholders but 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 AgenciesAgency pursuant to Section 1(d) of the Administration Agreement), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 herein or in any supplemental indenture which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi6) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating AgenciesNoteholder or any other Person, may enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Officer’s Certificate or Opinion of Counsel to the Indenture Trustee to the effect that such supplemental indenture will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied with respect to such supplemental indenture; provided, 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 the Indenture Trustee if, in addition, (i) the Holders of the Certificates evidencing a majority of the Certificate Balance consent to such action amendment or (ii) such amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or an Opinion of CounselCounsel delivered to the Owner Trustee, materially and adversely affect in any material respect the interests of the Certificateholders. It will not be necessary to obtain the consent of the Certificateholders to approve the particular form of any Noteholder.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) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating Agencies, the Issuer Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially and adversely affect the interests of the Noteholders;Holders of the Notes; provided further, that such supplemental indenture will be deemed to not materially and adversely affect the interests of the Holders of the Notes if a Rating Confirmation is received with respect to such supplemental indenture; or (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VIVI hereof; or (vii) to modifyprovided, eliminate however, that no such indenture supplements shall be entered into unless the Indenture Trustee and the Securities Administrator shall have received an Opinion of Counsel not at the expense of the Indenture Trustee or add the Securities Administrator as to the provisions enforceability of this Indenture to any such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted indenture supplement and to add the effect that (i) such indenture supplement is permitted hereunder and will not materially and adversely affect the Holders of the Notes and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Notes under Treasury Regulation Section 1.1001-3 or adversely affect the indebtedness status of the Class A-1 Notes and Class A-2 Notes and any other Classes of Notes with respect to this Indenture such other provisions as may which a "will be expressly required debt" opinion has been rendered by nationally recognized tax counsel and furnished to the TIASecurities Administrator. The Indenture Trustee is and the Securities Administrator are hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer OrderRequest, in the case of the Securities Administrator and the Indenture Trustee may, also without the consent of any of the Noteholders but with Holders of the Notes and prior notice to the Rating AgenciesAgency, enter into an indenture or indentures supplemental 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 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) is permitted by this Indenture, (ii) shall not adversely affect in any material respect the interests of any NoteholderNoteholder and (iii) if 100% of the Certificates and Class A-3 Notes, Class A-4 Notes and Subordinate Notes (other than any Class A-3 Notes, Class A-4 Notes or Subordinate Notes with respect to which a "will be debt" opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) are not owned by the Investor, shall not cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders the Noteholders, but with prior notice to each Rating Agency and subject to the satisfaction of the Rating AgenciesAgency Condition, the Issuer and the Indenture Trustee, when authorized so requested by an a Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures Indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which Indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture that shall not be inconsistent with the provisions of this Indenture; provided that such action other provisions shall not materially adversely affect the interests of the Noteholders;; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and or to add to or change any of the Indenture provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 TIASix. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture Indenture and to make any further appropriate agreements and stipulations that as may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized requested by an a Issuer OrderRequest, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, may enter into an indenture Indenture or indentures Indentures supplemental 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 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the 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, adversely (A) affect in any material respect the interests treatment of any Noteholderthe Notes as debt for 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 Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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 July 10, 2012 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; oror 52 (2012-B 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 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, not materially and adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Swap Counterparty or any Noteholders holders of the Notes but with prior notice to the Rating Agencies, and the Swap Counterparty, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), but (unless any such proposed amendment does not affect the Group II Student Loans or the Group II Notes or the Securities Insurer as evidenced by an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in the downgrading of the then current ratings of any of the Group II Notes (without regard to the Group II Notes Guaranty Insurance Policy), and provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (not to be unreasonably withheld), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided that such action shall not materially adversely affect the interests of the Noteholdersholders of the Notes, the Securities Insurer or the Swap Counterparty; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. ; 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, and (unless any such proposed amendment does not affect the Group II Student Loans or the Group II Notes or the Securities Insurer as evidenced by an Opinion of Counsel of the Depositor (who shall not be an employee of KBUSA or any of its Affiliates) regarding the lack of changes to any legal rights and remedies of the Group II Noteholders or the Securities Insurer, and a confirmation from each Rating Agency that such amendment will not result in the downgrading of the then current ratings of any of the Group II Notes (without regard to the Group II Notes Guaranty Insurance Policy), and provided that no Securities Insurer Default has occurred and is continuing) with the consent of the Securities Insurer (not to be unreasonably withheld), when authorized by an Issuer Order, may, also without the consent of the Swap Counterparty or any of the Noteholders holders of the Notes but with prior notice to the Swap Counterparty and the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholderholder of the Notes, the Securities Insurer or the Swap Counterparty.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating AgenciesAgency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this the Indenture, or to subject to the lien of this the Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereofSection 3.11, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (iv) to convey, transfer, assign, mortgage or pledge any property to the or with Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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 the Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment 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 shall be necessary to facilitate the administration of the trusts 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 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but upon satisfaction of the Noteholders but Rating Agency Condition with prior notice respect to the Rating AgenciesNotes of all Series, enter into an indenture or indentures supplemental 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 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 Indentureof any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer (A) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Code, and (B) to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor shall have delivered to Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 10.01(b), (2) the Rating Agency Condition shall have been satisfied and (3) each of the Owner Trustee and the Indenture Trustee shall have consented to such action shall notamendment if it affects their respective rights, as evidenced by an Opinion of Counselduties, adversely affect in any material respect the interests of any Noteholderprotections, indemnities, immunities or obligations hereunder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Issuer, when authorized by an Issuer Orderthe resolutions of the Board of Directors, at any time and the Trustee may, from time to time, may and at any time enter into an indenture or indentures supplemental hereto without the consent of the holders of the Notes for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (iia) to evidence the succession, in compliance with the applicable provisions hereof, of another person a successor to the Issuer, Issuer and the assumption by any such that successor of the covenants obligations of the Issuer herein under this Indenture and in the Notes containedNotes; (iiib) to provide for the conversion rights 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 occurs; (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 herein conferred upon the Issuer; (ivd) to convey, transfer, assign, mortgage or pledge any property to secure the Indenture Trusteeobligations of the Issuer in respect of the Notes; (ve) to add guarantees; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; (h) to cure any ambiguity, to correct omission, defect or supplement any provision herein inconsistency in this Indenture or in any supplemental indenture which may be inconsistent with make 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 which the Issuer may deem necessary or in any supplemental indenturedesirable and which shall not be inconsistent with provisions of this Indenture; provided that such action shall not materially modification or amendment does 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 and provide for the acceptance of the appointment hereunder by a successor trustee 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 shall not adversely affect the interests of the holders of the Notes and to add to or change in any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VImaterial respect; or (viij) to modify, eliminate or add to the provisions modify any provision of this Indenture to such extent as shall be necessary conform that provision to effect the qualification description thereof set forth in the Offering Memorandum. Upon the written request 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 Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. The Indenture Issuer’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 authorized by an Issuer Order, may, also Trustee without the consent of the holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 9.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or 41 questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated September 2, 2015 or the Prospectus Supplement dated September 10, 2015 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or 57 (2015-C Indenture) (ii) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating Agencies, the Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Note Trustee, for any of the following purposes: (i) to correct or 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 Note Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Note Issuer, and the assumption by any such successor of the covenants of the Note Issuer herein and in the Notes 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 Note 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 herein or in any supplemental indenture which 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; provided that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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; or (viii) to set forth the terms 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 appropriate agreements and stipulations that may be therein contained. (b) The Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to Holders of the Rating AgenciesNotes, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholderthe Noteholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 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, not materially and adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) [Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any NoteholderSOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.] 55 (20[__]-[ ] Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesThe Issuer, the Issuer Guarantors and the Indenture TrusteeTrustee may, when authorized by an Issuer Order, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental to this Indenture without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject evidence a successor to the lien Issuer as obligor or to any of the Guarantors as guarantor under 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiib) to add to the covenants of the Issuer or the Parent or the Issuer’s or the Parent’s respective Subsidiaries, including the Subsidiary Guarantors, for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transferthe Parent or the Issuer’s or the Parent’s respective Subsidiaries, assignincluding the Subsidiary Guarantors, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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 the Notes; (c) to add Events of Default for the benefit of the Holders of the Notes; (d) to amend or supplement any supplemental indentureprovisions of this Indenture; provided provided, that such action no amendment or supplement shall not materially adversely affect the interests of the NoteholdersHolders of any Notes then outstanding; (vie) to evidence and secure the Notes; (f) to provide for the acceptance of the appointment hereunder by of a successor trustee with respect Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (g) to provide for rights of Holders of Notes if any consolidation, merger or sale of all or substantially all of the property or assets of the Issuer and the Parent occurs; (h) to cure any ambiguity, defect or inconsistency in this Indenture; provided, that the action shall not adversely affect the interests of the Holders of the Notes and in any material respect; (i) to add provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (j) to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one trusteeNotes; provided, pursuant to that the requirements action shall not adversely affect the interests of Article VI; orthe Holders of the Notes in any material respect; (viik) to modify, eliminate or add make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes; provided, however, that such extent as shall be necessary amendment does not materially and adversely affect the rights of the Noteholder to transfer Notes; (l) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA Trust Indenture Act; (m) to conform the text of this Indenture, any Guarantee or under the Notes to any similar Federal statute hereafter enacted and provision of the description thereof set forth in the Offering Memorandum to the extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Guarantee or the Notes; or (n) to add to this Indenture such other provisions as may be expressly required additional Guarantors for the benefit of Holders of the Notes. Upon the written request of the Issuer, accompanied by a copy of the TIA. The Indenture resolutions of the Board of Directors authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the Indenture Trusteeconveyance, when authorized by an Issuer Order, may, also without the consent transfer and assignment of any of property thereunder, but the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions Trustee shall not be obligated to, or changing but may in any manner or eliminating any of the provisions of, this Indenture or of modifying its discretion and may in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by reliance on an Opinion of Counsel, adversely affect in enter into any material respect supplemental indenture that affects the interests 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 Guarantors and the Trustee without the consent of the Holders of any Noteholderof the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this IndentureIndenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action. (c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of 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, howeverthat the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such action SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall notnot affect the Owner Trustee’s or Indenture Trustee’s rights, as evidenced by an Opinion indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of Counseldoubt, adversely affect any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any material respect amendment to this Indenture may be retroactive (including retroactive to the interests of Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any Noteholder.SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 54 (2022-C Indenture)

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes or the Class A-2 Agent but with prior notice to the Rating Agencies, the Servicer, the Backup Servicer (if adversely affected thereby) and the Class A-2 Agent, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)supplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes; provided, however, that the Issuer shall only enter into an indenture supplemental hereunder in compliance with Section 4.01(d) of the Trust Agreement and Section 9.06 hereof: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided that indenture provided, that, such action shall not materially not, as evidenced by an Officer’s Certificate delivered to the Trustee, adversely affect the interests of the NoteholdersNoteholders or of the Class A-2 Agent; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or; (vii) to modify, eliminate or add to the provisions conditions, limitations and restrictions on the authorized amount, terms and purposes of this Indenture the issuance, authentication and delivery of any Class of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to such extent as shall be necessary observed; (viii) to effect modify the qualification restrictions on and procedures for resales and other transfers of this Indenture the Notes to reflect any changes in Applicable Law or regulations (or the interpretation thereof) or to enable the Issuer or the Trustee to rely upon the exemption from registration under the TIA Securities Act or under any similar Federal statute hereafter enacted and the 1940 Act or to add remove restrictions on resale or transfer to the extent required hereunder; (ix) to make such amendments to this Indenture such or the Notes (other provisions than an amendment of the type described in Section 9.02(i)-(viii)) as the Issuer and the Trustee, in their reasonable discretion, may be expressly deem necessary or advisable in order for the Class A-1 Notes, the Class B Notes, the Class C Notes and the Class D Notes to qualify for or maintain their listing on the Irish Stock Exchange; (x) to evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the TIAUSA PATRIOT Act; and (xi) to evidence or implement the issuance of Replacement Notes in connection with any Refinancing. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, the Servicer and the Class A-2 Agent, enter into an indenture or indentures supplemental 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 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 CounselOfficer’s Certificate, (i) materially adversely affect in any material respect the interests interest of any NoteholderNoteholder or (ii) cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code; provided that such Officer’s Certificate with respect to (b)(ii) shall be based on the advice of nationally recognized tax counsel. (c) Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.01, the Issuer and Trustee shall obtain written confirmation from S&P and Moody’s that entry by the Issuer and Trustee into such supplemental indenture satisfies the S&P Rating Condition and ▇▇▇▇▇’▇ Rating Condition, respectively.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesThe Issuer, the by an Issuer Order, and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action pursuant to this clause (i) shall not materially adversely affect the interests of the NoteholdersNoteholders in any respect (as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee (upon which the Indenture Trustee shall be entitled to conclusively rely)); (viii) to evidence and provide for the acceptance of the appointment 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 shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISection 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 the provisions of conform this Indenture to such extent as shall be necessary the offering circular related to effect the qualification of this Indenture under the TIA Notes, 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. 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 other provisions with respect to matters or questions arising under this Indenture; provided that may such action pursuant to this clause (iii) shall not adversely affect the interests of the Holders of Notes (as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee (upon which the Indenture Trustee shall be therein containedentitled to conclusively rely)). (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 authorized by an Issuer Order, may, also without the consent Rating Agencies a copy of any of supplemental indenture entered into pursuant to this Section 9.01 hereof. (c) Provided that all other conditions precedent have been satisfied, the Noteholders but with prior notice to the Rating Agencies, enter into an Indenture Trustee shall approve any supplemental indenture or indentures supplemental hereto for the purpose of adding and may expressly rely on any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, Counsel requested by the Indenture Trustee in connection with any such supplemental indenture as the basis therefor. In determining whether or not an amendment materially adversely affect in any material respect affects the interests of any Noteholderthe Holders of the Notes, such Opinion of Counsel may conclusively rely on an Officer’s Certificate of the Issuer or the Servicer.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer The Issuers and the Indenture Trustee, when authorized by an Issuer Order, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iva) to convey, transfer, assign, mortgage or pledge any property to the Indenture TrusteeTrustee as Security for the Senior Notes any property or assets; (vb) to cure any ambiguity, ambiguity or to correct or supplement any provision herein contained herein, in the Senior Notes or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in the Senior Notes or in any supplemental indenture indenture; or to make any other changes to such provisions with respect or to add provisions in regard to matters or questions arising under this Indenture Indenture, the Senior Notes or in under any supplemental indenture; provided that such action indenture as the Issuers and the Indenture Trustee may deem necessary or desirable and which shall not materially adversely affect the interests of the Noteholders;; and (vic) to evidence amend Article II of this Indenture, and provide for the acceptance of the appointment hereunder by a successor trustee with respect any other applicable provision herein, to reflect changes made to the Notes Securities Act, the Investment Company Act and, in each case, the rules and to add to regulations thereunder, which have the effect of invalidating, or change deviating from the initial intent of, any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 TIAprovision herein. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that which may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which affects the Indenture Trustee's own rights, when duties or immunities under this Indenture or under the other Transaction Documents or otherwise. Any supplemental indenture authorized by an Issuer Order, may, also the provisions of this Section 12.01 may be executed without the consent of the Holders of any of the Noteholders but with prior notice to Senior Notes at the Rating Agenciestime Outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 12.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders the Noteholders, but with prior notice made available by the Administrator to each Rating Agency and subject to the satisfaction of the Rating AgenciesAgency Condition, the Issuer and the Indenture Trustee, when authorized so requested by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which that may be defective or 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 indentureindenture that shall not be inconsistent with the provisions of this Indenture; provided that such action shall 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 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 shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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. 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 that as may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized requested by an Issuer OrderRequest, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, may enter into an indenture or indentures supplemental 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 9.02, which require consent of the Noteholder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder (as evidenced by an Officer’s Certificate of the Issuer), (ii) the 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, (A) 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 Issuer, the Transferor or the Vehicle Trust to be characterized as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes. (c) Each amendment described above shall be deemed not to materially and adversely affect in any material respect the interests of any Noteholderholder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Noteholders but with prior notice to the Rating AgenciesNotes, the Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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 to the lien of this Indenture 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 the applicable provisions hereof, succession of another person Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes 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 IssuerTrust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with Notes or the Holders of 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 shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesNoteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto or to any Indenture Supplement (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien 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 Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes containedNotes; (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; 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 herein or in any supplemental indenture which 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; provided provided, that such action 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 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 shall be necessary to facilitate the administration of the trusts 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; or (viii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.8. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, Trustee may when authorized by an Issuer Order, mayRequest, also without the consent of any Noteholders of the Noteholders but with prior notice to the Rating Agenciesany Series then Outstanding, enter into an indenture or indentures supplemental hereto or to 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 the rights of the Noteholders under this IndentureIndenture or under any Indenture Supplement; provided, however, that the Issuer shall have delivered to the 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 shall notwill not result in an Adverse Effect and (ii) a Tax Opinion. Additionally, as evidenced notwithstanding the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Opinion Issuer Request, may, without the consent of Counselany 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 to the Indenture Trustee and the Issuer an Officer's Certificate to the effect that the proposed action (i) meets the requirements set forth in this Section 9.1(b) and (ii) does not adversely affect in the rights, duties, protections, indemnities, immunities or obligations of the Indenture Trustee or the Issuer hereunder. The amendments which the Issuer may make without the consent of Noteholders pursuant to this Section 9.1(b) may include the addition of Transferred Receivables. (c) The Issuer shall notify the Rating Agencies as to any material respect the interests of any Noteholderamendment pursuant to this Section 9.1.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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 41 arising under this Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders Noteholder but with prior notice to the each Rating AgenciesAgency, the Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and contained in the Notes containedNotes; (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; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) (A) to cure any ambiguity, (B) to correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to conform the provisions hereof to those of any 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subclause (v) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect material respect the interests of the Noteholdersany Noteholder not consenting thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; provided, however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel stating that as a result of such supplemental indenture (i) the Trust will not be subject to federal income tax at an entity level and (ii) the Notes will not lose their status as debt for federal income tax purposes. The Indenture Trustee is and the Securities Administrator are hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice A letter from each Rating Agency to the Rating Agencieseffect that any supplemental indenture entered into pursuant to this Section 9.1 will not cause the then-current ratings on the Notes to be qualified, enter into an indenture reduced or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, withdrawn shall constitute conclusive evidence that such action shall not, as evidenced by an Opinion of Counsel, amendment does not adversely affect in any material respect the interests of any Noteholderthe Noteholders.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee, at the Company’s expense, may from time to time and at any time and amend this First Supplemental Indenture or enter into an indenture or indentures supplemental hereto for one or more of the following purposes (which shall be in addition to the enumerated purposes set forth in Section 901 of the Indenture, other than Section 901(j)): (a) to make provision with respect to the conversion rights of the Noteholders pursuant to the requirements of Section 4.05; (b) providing for the assumption of our obligations to the Noteholders in the case of a merger, consolidation, conveyance, sale, transfer or lease; (c) to increase, from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of Conversion Rate in the Trust Indenture Act as manner described in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this First Supplemental 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiid) to add to or modify any provision of this First Supplemental Indenture (not expressly addressed in this Section 6.01) which the covenants Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of holders of the Issuer, for the benefit of the Noteholders, or to surrender Notes in any right or power herein conferred upon the Issuer;material respect; or (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (ve) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained 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; provided that such action shall not materially modification or amendment does not, in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the Noteholders; (vi) holders of Notes in any material respect; provided further that any amendment made solely to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of conform the provisions of this First Supplemental Indenture as shall be necessary to facilitate the administration “Description of the trusts hereunder by more than one trusteeNotes” section of the Preliminary Prospectus Supplement, pursuant dated October 3, 2007 and the Final Prospectus Supplement, dated October 4, 2007 and the “Description of Debt Securities” section of the accompanying Prospectus, dated November 23, 2005, in each case relating to the requirements initial offering of Article VI; or (vii) the Notes, will not be deemed to modifyadversely affect the interests of the holders of the Notes. Upon the written request of the Company, eliminate accompanied by a Board Resolution authorizing the execution of such amendment or add to supplemental indenture, 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. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture and indenture, to make any further appropriate agreements and stipulations that which may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this Section 6.01 may be executed by the Company and the Indenture Trustee, when authorized by an Issuer Order, may, also Trustee without the consent of the holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 6.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Issuer, when authorized by an Issuer Orderthe resolutions of the Board of Directors, at any time the Guarantor and the Trustee may, from time to time, may and at any time enter into one an indenture or more indentures supplemental hereto (which shall conform to without the provisions consent of any Holder of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, Notes hereto for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject evidence a successor to the lien of Issuer as obligor or to the Guarantor as guarantor under 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (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 herein conferred upon the IssuerIssuer or the Guarantor in this Indenture or in the Notes; (ivc) to convey, transfer, assign, mortgage add Events of Default for the benefit of the Holders of the Notes; (d) to amend or pledge supplement any property provisions of this Indenture; provided that no amendment or supplement shall adversely affect the interests of the Holders of any Notes then outstanding; (e) to secure the Notes; (f) to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (vg) to cure any ambiguity, to correct defect or supplement any provision herein or inconsistency in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture this Indenture or to make any other provisions change with respect to matters or questions arising under this the Indenture or in any supplemental indenture; provided the Notes that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes in any respect; (vih) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration discharge of any of the trusts hereunder by more than one trusteeNotes; provided that the action shall not adversely affect the interests of the Holders of the Notes in any respect; (i) to modify this Indenture and the Notes to increase the Exchange Rate or reduce the Exchange Price; provided that the increase or reduction, pursuant to as the requirements case may be, is in accordance with the terms of Article VIthe Notes or will not adversely affect the interests of the Holders of the Notes; or (viij) to modify, eliminate or add to conform the provisions of this the Indenture and the Notes to such extent as shall be necessary to effect the qualification description thereof contained in the “Description of this Indenture under Notes” section in the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required Preliminary Offering Memorandum. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. The Indenture General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 Issuer, the Guarantor and the Indenture Trustee, when authorized by an Issuer Order, may, also Trustee without the consent of the Holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 10.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of the Notes of any Noteholders but with prior notice to the Rating AgenciesClass, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trusteehereto, for any of the following purposes: (i1) to correct or 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 to the lien of this Indenture additional property;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes; or (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;Notes; or (iii4) to add to the covenants of the IssuerIssuer or the Trustee, for the benefit of the NoteholdersHolders of all Notes, or to surrender any right or power herein conferred upon the Issuer;; or (iv5) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or (v6) to cure any ambiguity, to amend, correct or supplement any provision herein or in any supplemental indenture which that may be defective, ineffective or inconsistent with any other provision herein or in any supplemental indenture indenture, or to make amend or add any other provisions with respect to matters or questions arising under relating to this Indenture or in any supplemental indenture, including, but not limited to, any provisions necessary to achieve the intended federal income tax treatment of the Noteholders of each Class and the Issuer; provided provided, that such action shall not materially adversely affect the interests of the Noteholders;Holders of any Outstanding Notes of any Class; or (vi7) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeTrustee, pursuant to the requirements of Article VISection 7.09 or 7.13 hereof; or (vii) 8) to modify, eliminate provide for the issuance of an additional Class or add to Classes of Notes provided that the provisions of this Indenture to such extent conditions therefor 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 TIAset forth in Section 3.10 hereof are satisfied. 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 that may be therein contained. (b) The Issuer and , but the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice Trustee shall not be obligated to the Rating Agencies, enter into an any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, immunities under this Indenture or of modifying otherwise except to the extent required by law. The Trustee may in any manner its discretion determine whether or not the rights of the Noteholders under this Indenture; providedHolders of any Class of Notes would be adversely affected by any supplemental indenture, howeverand any such determination shall be conclusive upon the Holders of all Notes, that whether theretofore or thereafter authenticated and delivered hereunder. In making such action determination, a supplemental indenture shall not, as evidenced be conclusively deemed by an Opinion of Counsel, the Trustee not to adversely affect the Noteholders or the Noteholders of a given Class if (i) the Trustee receives a letter or other writing from the Rating Agency to the effect that execution of the supplemental indenture will not result in any material respect withdrawal or downgrading of the interests then-current rating assigned by it to any Class of Notes or the Notes of a given Class and (ii) the supplemental indenture effects no change in payments, Redemption Prices, Payment Dates, Record Dates, or terms of optional redemption. The Trustee shall not be liable for any Noteholdersuch determination made in good faith.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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; or (viii) in connection with any merger or consolidation of the Depositor, the Administrator, the Master Servicer or the Seller or a transfer of properties or assets of the Depositor, the Administrator, the Master Servicer or the Seller in a transaction permitted by the Basic Documents. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors and the Trustee may, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or 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, add an Additional Regulatory Condition in accordance with Section 13.11 or to subject to the lien of this Indenture additional propertyremove a Regulatory Condition; (iib) to evidence the succession, in compliance with the applicable provisions hereof, of another person a successor to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes containedCompany as obligor under this Indenture; (iiic) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power herein conferred upon the IssuerCompany in this Indenture or in the Notes; (ivd) to convey, transfer, assign, mortgage add Events of Default for the benefit of the Holders of the Notes; (e) to secure the Notes; (f) to provide for the acceptance of appointment of a successor Trustee or pledge any property to facilitate the administration of the trusts under this Indenture by more than one Trustee; (vg) to cure any ambiguity, to correct defect or supplement any provision herein or inconsistency in any supplemental indenture which 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 indentureIndenture; provided that such this action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes in any material respect; (vih) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one trusteeNotes; provided that the action shall not adversely affect the interests of the Holders of the Notes in any material respect; (i) to modify this Indenture and the Notes to increase the Conversion Rate or reduce the Conversion Price; provided that the increase or reduction, pursuant as the case may be, is in accordance with the terms of the Notes or will not adversely affect the interests of the Holders of the Notes in any material respect; (j) to amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall adversely affect the requirements interests of Article VIthe Holders of any Notes then outstanding in any material respect; or (viik) to modify, eliminate or add to conform the provisions text of this Indenture or the Notes to any provision of the description thereof set forth in the Offering Circular to the extent that such extent as shall provision in the Offering Circular was intended to be necessary to effect the qualification a verbatim recitation of a provision in this Indenture under or the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required Notes. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by the TIA. The Indenture Company’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 Company and the Indenture Trustee, when authorized by an Issuer Order, may, also Trustee without the consent of the Holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 9.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any the Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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 under any supplemental sup- plemental indenture; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 affect the qualification of this Indenture under the TIA or under any similar Federal federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the 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, cause the Issuer to be characterized for federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the The Issuer and the Indenture Trusteeand, when authorized by an Issuer Order, at any time and the Indenture Trustee may, from time to time, may without the consent of any Noteholder but with prior written notice to the Rating Agencies, enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATrust Indenture Act; or (viii) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (x) the transfer to the Issuer of all or any portion of the Trust Student Loans to be derecognized as a sale under GAAP by the Depositor, (y) the Issuer to avoid becoming a member of Depositor’s consolidated group under GAAP or (z) the Depositor or any of its Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; it being a condition to any such amendment under this Section 9.1(a)(viii) that the Rating Agency Condition be satisfied. 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 that may be therein contained. (b) The Issuer and the Indenture Trusteeand, when authorized by an Issuer Order, the Indenture Trustee may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this IndentureIndenture other than any amendment described in Section 9.2 hereof; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder. (c) An amendment will be deemed not to materially adversely affect the interests of any Noteholder if the party requesting the amendment obtains and delivers to the other parties hereto an Opinion of Counsel to that effect. (d) Notwithstanding anything in this Section 9.1 to the contrary, no amendment, modification or supplement to this Indenture may significantly change the permitted activities of the Issuer set forth in Section 2.3 of the Trust Agreement without the consent and approval of holders of at least a majority of the Outstanding Amount of the Notes and, subject to Section 4.6 of the Trust Agreement, holders of at least a majority of the aggregate Percentage Interests of the Certificates.

Supplemental Indentures Without Consent of Noteholders. (a) Without Except as provided in Section 9.02, without the consent of any Noteholders but with prior notice to the Rating Agenciesother Person, the Issuer Issuing Entity and the Indenture Trustee, Trustee (when authorized so directed by an Issuer Order, at any time and from time to timeIssuing Entity Request), may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture amendments or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, 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 63 (NALT 20[●]-[●] Indenture) Administrative Agent, as the case may be, shall be deemed to have been given if the 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 the Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate 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, howeverfurther 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) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for 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 federal income tax purposes. (f) 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 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, as evidenced by an Opinion of Counselhowever, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch 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 or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which 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; provided that indenture to the extent such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. (Nissan 2003-B Indenture) 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to Holders of the Rating AgenciesNotes, enter into an indenture or indentures supplemental 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 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, not materially and adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized directed by an Issuer Order, maymay enter, also without with the consent of any of the Noteholders but with prior notice to the Rating AgenciesMajority Holders, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this IndentureIndenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such action supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by such supplemental indenture, will: (a) modify or alter Section 9.1 or this Section 9.2; (b) change (1) the Maturity Date for any Class or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable, or (5) the right of Noteholders to institute suits to enforce this Indenture; (c) modify the percentage of the Note Balance required for any action; (d) modify or alter the proviso to the definition of “Outstanding”; (e) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or (f) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture with respect to any part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any part of the Collateral. It will not be necessary for any act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such act of Noteholders approves the substance of such proposed supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, as evidenced by an Opinion of Counselhowever, adversely affect in any material respect way impair or affect the interests validity of any Noteholdersuch supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the The Issuer and the Indenture Trusteeand, when authorized by an Issuer Order, at any time and the Indenture Trustee may, from time to time, may without the consent of any Noteholder but with prior written notice to the Rating Agencies, enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATrust Indenture Act; or (viii) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (x) the transfer to the Issuer of all or any portion of the Trust Student Loans to be derecognized as a sale under GAAP by the Depositor, (y) the Issuer to avoid becoming a member of Depositor’s consolidated group under GAAP or (z) the Depositor or any of its Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; it being a condition to any such amendment under this Section 9.1(a)(viii) that the Rating Agency Condition be satisfied. 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 that may be therein contained. (b) The Issuer and the Indenture Trusteeand, when authorized by an Issuer Order, the Indenture Trustee may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this IndentureIndenture other than any amendment described in Section 9.2 hereof; provided, however, that such action amendment shall not, as evidenced by an Opinion of Counsel, not adversely affect in any material respect the interests of any Noteholder. (c) An amendment will be deemed not to materially adversely affect the interests of any Noteholder if the party requesting the amendment obtains and delivers to the other parties hereto an Opinion of Counsel to that effect. (d) Notwithstanding anything in this Section 9.1 to the contrary, no amendment, modification or supplement to this Indenture may significantly change the permitted activities of the Issuer set forth in Section 2.3 of the Trust Agreement without the consent and approval of a majority of the Outstanding Amount of the Notes and a majority of the aggregate Percentage Interests of the Certificates.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, however, that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, maymay also, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but Notes or the Swap Counterparty and with prior notice to each Rating Agency and the Rating AgenciesSwap Counterparty, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes and the Swap Counterparty, or to surrender any right or power herein conferred upon the Issuer; (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 which may be inconsistent with any other provision herein or herein, in any supplemental indenture indenture, in the Transaction Documents or in the Prospectus or to make add any other provisions with respect to matters or questions arising under this Indenture or Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes or the Swap Counterparty; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI; orSix; (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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; and (viii) to modify or remove the restrictions on transfer of the Non-Offered Notes. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but Holders of the Notes or the Swap Counterparty and with prior notice to the Swap Counterparty and each Rating AgenciesAgency, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes or the Swap Counterparty under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderNoteholder or the Swap Counterparty.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated May 9, 2011 or the Prospectus Supplement dated May 11, 2011 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 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, not materially and adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies and with the prior written consent of the Issuer, the Issuer and the Indenture Trustee, with the unanimous consent of the holder of the Residual Interest Certificate, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (iv) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect material respect the interests of the Noteholdersany Holder not consenting thereto; (viv) to evidence and provide for the acceptance of the appointment hereunder by of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 (A) result in a “substantial modification” of the Notes under Treasury Regulation Section 1.1001.3 or adversely affect the status of the Notes as indebtedness for federal income tax purposes or (B) cause the Trust to be subject to an entity level tax. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder but with the unanimous written consent of the Noteholders but with holders of the Residual Interest Certificate and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by either (i) an Opinion of CounselCounsel or (ii) satisfaction of the Rating Agency Condition, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders but Notes and with prior notice to the Rating AgenciesMoody's and S&P, the Issuer and the Indenture Trustee, Trustee when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, Trustee for any of the following purposes: (i1) to correct or 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 to the lien of this Indenture additional property; (ii2) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii3) 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v4) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be materially inconsistent with the other provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; or (vii5) 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating Agencies, 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 authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (iv) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect 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 hereunder by of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATIA (as evidenced by an Opinion of Counsel furnished to the Indenture Trustee 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 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, maymay also, also without the consent of any of the Noteholders Noteholder but with prior written notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by either (i) an Opinion of CounselCounsel or (ii) satisfaction of the Rating Agency Condition, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when 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 into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated April 8, 2015 or the Prospectus Supplement dated April 15, 2015 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided provided, that such action shall not materially adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 56 (2015-B Indenture) 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by Indenture subject to the satisfaction of one of the following conditions: (i) the Issuer delivers an Opinion of Counsel, Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will not materially and adversely affect in any material respect the interests of the Noteholders; or (ii) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any NoteholderOutstanding Class of Notes) with respect to such action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors, at any time and the Trustee may, from time to time, may and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;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;Company; or (ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor Trustee with respect to 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 August 10, 2005, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture herein, or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action Indenture, which shall not materially adversely affect be inconsistent with the interests provisions of the Noteholders;this Indenture; or (vie) to evidence and provide for the acceptance of the appointment hereunder by 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 shall 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 hereunder by more than one trustee, holders in any material respect; or (f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article VISection 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.05(e); or (viig) 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 to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA Trust Indenture Act; or (i) to make any other change that does not adversely affect the rights of any holder. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or under Assistant Secretary authorizing the execution of any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by supplemental indenture, the TIA. 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 authorized by an Issuer Order, may, also Trustee without the consent of the holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 10.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer The Company and the Indenture Trustee, when authorized by an Issuer Orderat the Company’s expense, may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct cure any ambiguity, omission, defect or amplify inconsistency in this Indenture or the description Notes in a manner that does not adversely affect the rights of any property at Noteholder in 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 to the lien of this Indenture additional propertymaterial respect; (iib) to evidence conform the succession, in compliance with terms of the applicable provisions hereof, of another person Indenture or the Notes to the Issuer, and description thereof in the Offering Memorandum; (c) to provide for the assumption by any such successor a Successor Entity of the covenants obligations of the Issuer herein and in the Notes containedCompany under this Indenture pursuant to Article 10; (iiid) to make any change, deemed necessary or appropriate by the Board of Directors, due to the Settlement Amount being determined based upon Reference Property in accordance with Section 12.05, in a manner that does not adversely affect the rights of any Noteholder in any material respect; (e) to add guarantees with respect to the Notes; (f) to secure the Notes; (g) to add to the covenants of the IssuerCompany such further covenants, restrictions or conditions for the benefit of the Noteholders, Noteholders or to surrender any right or power herein conferred upon the IssuerCompany; (ivh) to convey, transfer, assign, mortgage or pledge make any property to change that does not adversely affect the Indenture Trusteerights of any holder in any material respect; (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by appoint a successor trustee Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; or (viij) 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 comply with any requirements under the TIA or under any similar Federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by Act, if applicable. Upon the TIA. The Indenture written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental 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 Company and the Indenture Trustee, when authorized by an Issuer Order, may, also Trustee without the consent of the holders of any of the Noteholders but with prior notice to Notes at the Rating Agenciestime outstanding, enter into an indenture or indentures supplemental hereto 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any NoteholderSection 9.02.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with prior notice to the each Rating AgenciesAgency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) (A) to cure any ambiguity, (B) to correct or supplement any provision herein or in any supplemental indenture which that may be inconsistent with any other provision provisions herein or in any supplemental indenture or to 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 or Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this subparagraph (v) shall adversely affect in any supplemental indenture; provided that such action shall not materially adversely affect material respect the interests of the Noteholdersany Holder not consenting thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. [provided, however, that no such supplemental indenture shall be entered into unless the Indenture 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 appropriate agreements and stipulations that may be therein contained. (b) The Issuer A letter from each Rating Agency addressed and delivered to the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice Trustee to the Rating Agencieseffect that any supplemental indenture entered into pursuant to this Section 9.01 will not cause the then current ratings on the Notes to be qualified, enter into an indenture reduced or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, withdrawn shall constitute conclusive evidence that such action shall not, as evidenced by an Opinion of Counsel, amendment does not adversely affect in any material respect the interests of any Noteholderthe Noteholders.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesThe Issuer, the Issuer Guarantors and the Indenture TrusteeTrustee may, when authorized by an Issuer Order, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental to this Indenture without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject evidence a successor to the lien of Issuer as obligor or to the Guarantors as guarantors under 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiib) to add to the covenants of the Issuer, Issuer or the Guarantors for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage Issuer or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or Guarantors in any supplemental indenture which 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 the Notes; (c) to add Events of Default for the benefit of the Holders of the Notes; (d) to amend or supplement any supplemental indentureprovisions of this Indenture; provided provided, that such action no amendment or supplement shall not materially adversely affect the interests of the NoteholdersHolders of any Notes then outstanding; (vie) to evidence and secure the Notes; (f) to provide for the acceptance of the appointment hereunder by of a successor trustee with respect Trustee or facilitate the administration of the trusts under this Indenture by more than one Trustee; (g) to provide for rights of Holders of Notes if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and the Guarantors occurs; (h) 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 and in any material respect; (i) to add provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (j) to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one trusteeNotes; provided, pursuant to that the requirements action shall not adversely affect the interests of Article VIthe Holders of the Notes in any material respect; or (viik) to modifyconform the text of this Indenture, eliminate the Guarantee or add the Notes to any provision of the description thereof set forth in the Offering Memorandum to the provisions extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture to such extent as shall be necessary to effect Indenture, the qualification Guarantee or the Notes. Upon the written request of this Indenture under the TIA or under Issuer, accompanied by a copy of the resolutions of the Issuer authorizing the execution of any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by supplemental indenture, the TIA. The Indenture Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer contained and to accept the Indenture Trusteeconveyance, when authorized by an Issuer Order, may, also without the consent transfer and assignment of any of property thereunder, but the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions Trustee shall not be obligated to, or changing but may in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by reliance on an Opinion of Counsel, adversely affect in enter into any material respect supplemental indenture that affects the interests Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee may rely on an Opinion of Counsel and Officers’ Certificate that such supplemental indenture is permitted by this Indenture. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any Noteholderof the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02 hereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Noteholders Notes but with the consent of the Note Insurer (if the Note Insurer is the Controlling Party) and prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or 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 to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (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 which 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; provided provided, that such action 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 hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts 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. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with the consent of the Note Insurer (if the Note Insurer is the Controlling Party) and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 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, adversely affect in any material respect the interests of any NoteholderNoteholder (including the interests of the Note Insurer to the extent it is, or will become, upon payment in full of all amounts due to any other Noteholder hereunder or pursuant to a Note, a Noteholder pursuant to Section 2.08(c) or Section 5.10 or the Sale and Servicing Agreement.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesThe Issuer, the by an Issuer Order, and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, without the consent of any Noteholder, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action pursuant to this clause (i) shall not materially adversely affect the interests of the Noteholders;Noteholders in any material respect; or (viii) to evidence and provide for the acceptance of the appointment 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 shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISection 7.9; or (viiiii) to modify, eliminate or add to conform the provisions of this Indenture to such extent as shall be necessary the Offering Circular; or (iv) to effect the qualification of this Indenture under the TIA cure any ambiguity, to correct or under supplement any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as provision herein which may be expressly required by defective or inconsistent with any other provision herein or with the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and Offering Circular, or to make any further appropriate agreements and stipulations other provisions with respect to matters or questions arising under this Indenture; provided that may be therein containedsuch action pursuant to this clause (iv) shall not adversely affect the interests of the Holders of Notes in any material respect. (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 authorized by an Issuer Order, may, also without the consent Rating Agencies a copy of any of the Noteholders but with prior notice supplemental indenture entered into pursuant to the Rating Agencies, enter into an this Section 9.1. (c) A supplemental indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, be deemed not to adversely affect in any material respect any Noteholder if the interests Indenture Trustee receives written confirmation from each Rating Agency that such supplemental indenture will not cause such Rating Agency to reduce, qualify or withdraw the then current rating assigned to the Notes (and any Opinion of Counsel requested by the Indenture Trustee in connection with any Noteholdersuch supplemental indenture may rely expressly on such confirmation as the basis therefor).

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders the Noteholders, but with prior notice to each Rating Agency and subject to the satisfaction of the Rating AgenciesAgency Condition, the Issuer and the Indenture Trustee, when authorized so requested by an Issuer OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (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; (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 which that may be defective or 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 indentureindenture that shall not be inconsistent with the provisions of this Indenture; provided that such action other provisions shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment 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 shall be necessary to facilitate the administration of the trusts 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 federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. 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. 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 that as may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized requested by an Issuer OrderRequest, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, may enter into an indenture or indentures supplemental 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 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the 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, (A) affect the treatment of the Notes as debt for 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. (c) Each amendment described above shall be deemed not to materially and adversely affect in any material respect the interests of any Noteholderholder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with prior notice to the Rating AgenciesThe Issuer, the by an Issuer Order, and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes 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; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which 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; provided that such action pursuant to this clause (i) shall not materially adversely affect the interests of the NoteholdersNoteholders in any respect; (viii) to evidence and provide for the acceptance of the appointment 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 shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISection 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 the provisions of conform this Indenture to such extent as shall be necessary the offering circular related to effect the qualification of this Indenture under the TIA Notes, 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. 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 other provisions with respect to matters or questions arising under this Indenture; provided that may be therein containedsuch action pursuant to this clause (iii) shall not adversely affect the interests of the Holders of Notes. (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 authorized by an Issuer Order, may, also without the consent Rating Agency a copy of any of supplemental indenture entered into pursuant to this Section 9.01 hereof. (c) Provided that all other conditions precedent have been satisfied, the Noteholders but with prior notice Indenture Trustee 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 Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding Notes (and any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, Counsel requested by the Indenture Trustee in connection with any such supplemental indenture may rely expressly on such confirmation as the basis for determining whether such supplemental indenture does not materially adversely affect in any material respect the interests of any Noteholderthe Holders of the Notes).

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Noteholders but with prior notice to the Rating AgenciesNotes, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or 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 to the lien of this Indenture additional property; (ii2) 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; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Noteholders, Holders of all Notes and the Note Insurer or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder by a successor trustee with Notes or the Holders of the Certificates; and provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the implied ratings then assigned to the Notes and to add to or change any of (without taking into account the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VIFSA Insurance Policy); or (vii6) 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 federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA. 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 that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental 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 the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.