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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property 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; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or mistake; (vi) to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add provisions not inconsistent with to the provisions of this Indenture so long as the action does not materially adversely affect the interests required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the NoteholdersNotes without taking the Policy into account; (viix) to evidence modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any rules or regulations of the Securities and Exchange Commission hereafter promulgated; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent 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 other provisions expressly required by the TIA; or (xii) to provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the supplemental indentureit. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture 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) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except (x) amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: each affected Noteholder and (iy) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating amendments that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company 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 respects the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actany Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property 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; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholdersother Transaction Documents; (vi) to evidence modify, eliminate, or add to the provisions of this Indenture as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the Notes; (vii) to modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent 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 other provisions expressly required by the TIA; or (ix) to provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in it. No amendment that satisfies the supplemental indentureRating Agency Condition shall, for purposes of this Section, be considered to adversely affect in any material respect the interests of any Noteholder. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture 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) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actaffected Noteholder.

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

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

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

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property 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; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;; ) (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholdersother Transaction Documents; (vi) to evidence modify, eliminate, or add to the provisions of this Indenture as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the Notes; (vii) to modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent 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 other provisions expressly required by the TIA; or (ix) to provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in it. No amendment that satisfies the supplemental indentureRating Agency Condition shall, for purposes of this Section, be considered to adversely affect in any material respect the interests of any Noteholder. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture 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) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actaffected Noteholder.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice by the Issuer to the Rating AgenciesAgencies for each Series, the Issuer and the Indenture Trustee (when directed by Issuer Order) may enter into one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture, the Indenture Supplements and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred on upon the Issuer in this IndentureIndenture or any Indenture Supplement; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or any Indenture Supplement or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture or any Indenture Supplement so long as the such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee for with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture or any Indenture Supplement as necessary to effect the qualification of this Indenture and the Indenture Supplements under the TIA and to add to this Indenture any such other provisions as may be required by the TIA. All supplemental indentures under pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the such amendment will not have a material adverse effect on the Notesan Adverse Effect; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, Code or (B) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes;; and (iii) the Rating Agency Condition has been satisfied for the amendment; andin respect of each affected Series. (ivc) Subject to the conditions specified in Section 2.2, the Issuer and the Indenture Trustee, when directed by Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture (which must conform to the provisions of the TIA as in force at the date of the execution of such supplemental indentures), in form satisfactory to the Indenture Trustee, without the consent of any Noteholders but, with prior notice to the Rating Agencies for each Series, to provide for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act one or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actmore Series in accordance with Section 2.2.

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Indenture Trustee, for any of the following purposes: : (i) to correct or expand amplify the description of any property 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; ; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notes; applicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred on the Issuer in this Indenture; ; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; ; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the other Transaction Documents; (vi) to modify, eliminate, or add provisions not inconsistent with to the provisions of this Indenture so long as the action does not materially adversely affect the interests required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the Noteholders; Notes; (vivii) to evidence modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent 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 other provisions expressly required by the TIA; or (ix) to provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in it. No amendment that satisfies the supplemental indentureRating Agency Condition shall, for purposes of this Section, be considered to adversely affect in any material respect the interests of any Noteholder. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture 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) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actaffected Noteholder.

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior written notice by the Issuer 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 to this Indenture hereto (which will shall conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (ia) to correct or expand amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this IndentureIndenture additional property; (iib) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the Notes; (iiic) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred on upon the Issuer in this IndentureIssuer; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to replace the Reserve Account with another form of credit enhancement; provided that the Rating Agency Condition is satisfied; (f) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as the or in any supplemental indenture; provided, that such action does shall not materially adversely affect the interests of the Noteholders; (vig) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor or additional trustee for with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, under pursuant to the requirements of Article VI; or; (viih) to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders; or 700148678 06142559 (i) 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 any such other provisions as may be expressly required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company, when authorized by a Board Resolution, and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer from time to the Rating Agencies, time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (ia) to correct or expand the description of any property subject to the Lien of this IndentureArticle XIV, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property to or with the Indenture Trusteeassets; (vb) to evidence the succession of another person to the Company, or successive successions, and the assumption by the Successor Company of the covenants, agreements and obligations of the Company pursuant to Article XI; (c) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (d) to cure any ambiguity, ambiguity or to correct or supplement any provision in this Indenture contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision in this Indenture contained herein or in any supplemental indenture indenture, or to add make such other provisions not inconsistent with the provisions of in regard to matters or questions arising under this Indenture so long as the action does that shall not materially adversely affect the interests of the Noteholdersholders of the Notes as evidenced by an Officers' Certificate or opinion of counsel to such effect; (vie) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee for Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under Article VINotes; or (viif) to modify, eliminate or add to the provisions of this Indenture as to such extent necessary to effect the qualification of this Indenture under the TIA and to add to this Trust Indenture Act (if applicable), or under any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trusteesimilar federal statute hereafter enacted (if applicable). The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in 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. (b) The Issuer indenture authorized by the provisions of this Section 10.1 may be executed by the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act10.2.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes, upon satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject additional property to the Lien of lien created by this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred on upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholdersindenture; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee for Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeIndenture Trustee, under 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 any such other provisions as may be expressly required by the TIA. All supplemental indentures under ; and (viii) to make such amendments to this Indenture or the Notes (other than an amendment of the type described in Section 9.1(a9.02(i)-(viii)) will be in form reasonably satisfactory to as the Issuer and the Indenture Trustee, in their reasonable discretion, may deem necessary or advisable in order for the Offered Notes to qualify for or maintain their listing on the Irish Stock Exchange. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained therein contained. Any amendment or supplemental indenture entered into pursuant to this Section 9.01 shall not adversely affect the interests of the Noteholders in the supplemental indenture. (b) The Issuer and any material respect, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, when directed by Issuer Order, may enter, without the . The consent of any each Swap Counterparty will be required unless the Trust obtains an opinion of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate counsel stating that the amendment will does not have a adversely affect in any material adverse effect on respect the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 interests of the Code, (B) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities ActSwap Counterparties.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer[, the Grantor Trust] and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any Noteholder[, the Noteholders but with prior notice by the Issuer to the Rating AgenciesSwap Counterparty] or any other Person; provided, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: however, that (i) to correct or expand the description any such amendment shall not, as evidenced by an Opinion of any property subject Counsel to the Lien of this Indenture, or better Issuer delivered to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or adversely affect in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect material respect the interests of the Noteholders; Noteholders or (viii) the Rating Agency Condition is satisfied with respect to evidence such amendment and the acceptance of Issuer notifies (or causes the appointment under this Indenture of a successor trustee for the Notes and Servicer to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under Article VI; or (viinotify) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee in writing that the Rating Agency Condition is authorized satisfied with respect to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the supplemental indentureamendment. (b) The Issuer Any term or provision of this Indenture may also be amended from time to time by the Issuer[, the Grantor Trust] and the Indenture Trustee, when directed authorized by an Issuer Order, for the purpose of conforming the terms of this Indenture to the description thereof in the Prospectus or, to the extent not contrary to the Prospectus, to the description thereof in an offering memorandum with respect to [any Retained Notes or] the Certificates without the consent of any Noteholder, or any other Person[; provided, however, that the Issuer shall provide (or cause the Servicer to provide) written notification of the substance of such amendment to the Swap Counterparty]. (c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency [and the Swap Counterparty]. (d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating Agency [and the Swap Counterparty]. (e) [Notwithstanding anything under this Section 9.1, in Section 9.2 or in any other Transaction Document to the contrary, to the extent permitted by the TIA, this Indenture may enterbe amended by the Issuer without the consent of the Indenture Trustee, the Calculation Agent, the Owner Trustee, [the Grantor Trust Trustee,] any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Transaction Document solely in connection with any [SOFR] Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such [SOFR] Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s[, Grantor Trust Trustee’s] or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s[, Grantor Trust Trustee’s] or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any [SOFR] Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any [SOFR] Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.] (f) [Notwithstanding anything herein to the contrary, for purposes of classifying the Issuer as other than a corporation and the Grantor Trust as a grantor trust under the Code, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights all of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for and all or a portion of the Residual InterestCertificateholders, subject no amendment shall be made to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating this Agreement that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) would cause the Issuer or the Grantor Trust (or any Titling Company part thereof) to be treated classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. United States federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion or the Grantor Trust to be treated as engaged in the conduct of Counsel a trade or business within the United States, or the Grantor Trust (or any part thereof) to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actbe classified as other than a grantor trust for United States federal income tax purposes.]

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company and the Indenture Trustee, when directed by Issuer Orderat the Company’s expense, may enter, without the consent of the Noteholders but with prior notice by the Issuer from time to the Rating Agencies, time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (ia) to correct cure any ambiguity, omission, defect or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer inconsistency in this Indenture and in or the Notes; (iiib) to conform the terms of this Indenture or the Notes to the description thereof in the Offering Memorandum; (c) to provide for the assumption by a Successor Entity of the obligations of the Company under this Indenture pursuant to Article 10 or otherwise to effect any transaction permitted under Article 10; (d) to make any change, deemed necessary or appropriate by the Board of Directors, to provide that the Notes are convertible into 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 conferred on upon the Issuer in this IndentureCompany; (ivh) to convey, transfer, assign, mortgage or pledge make any property to or with change that does not adversely affect the Indenture Trusteerights of any holder in any material respect; (vi) to cure any ambiguity, appoint a successor Trustee with respect to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the NoteholdersNotes; (vij) to evidence comply with any requirements under the acceptance Trust Indenture Act, if applicable; (k) to reopen this Indenture and increase the principal amount of the appointment under this Indenture of a successor trustee for the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under Article VIissuing additional Notes; or (viil) to modifyirrevocably elect a Settlement Method or a Specified Dollar Amount, or eliminate the Company’s right to elect a Settlement Method; provided, however, that no such election or add elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the provisions of this Indenture as necessary to effect ‎‎Article 12. Upon the qualification written request of this Indenture under the TIA and to add to this Indenture any other provisions required by Company, the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be contained therein contained, 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. (b) The Issuer indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act9.02.

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes, upon satisfaction of the Rating Agency Condition, the Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject additional property to the Lien of lien created by this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred on upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholdersindenture; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee for Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeIndenture Trustee, under 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 any such other provisions as may be expressly required by the TIA. All supplemental indentures under ; (viii) to make such amendments to this Indenture or the Notes (other than an amendment of the type described in Section 9.1(a9.02(i)-(viii)) will be in form reasonably satisfactory to as the Issuer and the Indenture Trustee, in their reasonable discretion, may deem necessary or advisable in order for the Offered Notes to qualify for or maintain their listing on the Irish Stock Exchange; (ix) to evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the USA PATRIOT Act; (x) to comply with any changes in the Code; or (xi) to conform this Indenture to the Offering Memorandum. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained therein contained. Any amendment or supplemental indenture entered into pursuant to this Section 9.01 shall not adversely affect the interests of the Noteholders in the supplemental indenture. (b) The Issuer and any material respect, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, when directed by Issuer Order, may enter, without the . The consent of any each Swap Counterparty will be required unless the Trust obtains an opinion of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate counsel stating that the amendment will does not have a adversely affect in any material adverse effect on respect the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 interests of the Code, (B) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities ActSwap Counterparties.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand amplify the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred on upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as the such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee for with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any such other provisions as may be required by the TIA. All supplemental indentures under pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating to the effect that the such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) with respect to the issuance of additional securities only, adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the each Rating Agency Condition has been satisfied for the provides Rating Agency Confirmation with respect to such amendment; and; (iv) for with respect to the issuance of additional securities only, (A) payments of interest and principal on those such additional securities on each Payment Date and on each Final Scheduled Payment Date will be subordinate to payments of interest and principal on the Notes Notes, and (B) either (1) the such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that the offer, sale and delivery of the such additional securities do not require registration under the Securities Act.; and (v) [(A) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Hedge Counterparty an Officer’s Certificate to the effect that such amendment will not (1) materially adversely affect the rights or obligations of the Hedge Counterparty under the Interest Rate Hedge, (2) modify the obligations of the Issuer under the Interest Rate Hedge or (3) impair the ability of the Issuer to perform any of its obligations under the Interest Rate Hedge or (B) each Hedge Counterparty consents to the amendment (provided that if a Hedge Counterparty does not object within 10 days of receipt of a request for such consent, its consent will be deemed to have been given);]

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice by Noteholders, the Issuer and the Trustee, at any time and from time to time subject to the Rating Agenciesrequirement provided below in this Section 8.01 with respect to the ratings of the Secured Notes and subject to Section 8.03, may enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iiia) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, Noteholders or to surrender any right or power conferred on upon the Issuer in this IndentureIssuer; (ivb) to convey, transfer, assign, mortgage or pledge Grant any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholders; (vic) to evidence and provide for the acceptance of the appointment under this Indenture of by a successor trustee for the Notes Trustee and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture Collateral by more than one trusteeTrustee; (d) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject to the lien of this Indenture; (e) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; (f) to make any change required by the Irish Paying Agent so long as any of Listed Notes are listed on the Irish Stock Exchange, or any other stock exchange on which any Class of Listed Notes is listed, in each case in order to permit or maintain such listing; (g) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder or under ERISA; (h) to take any action necessary or helpful to prevent the Issuer or the Trustee from becoming subject to any withholding or other taxes or assessments or to reduce the risk that the Issuer will be treated as an association or publicly traded partnership taxable as a corporation for U.S. Federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis; provided that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders; (i) to make any modifications that the Collateral Manager deems necessary to correct, update to current market standards or clarify the provisions hereof relating to the Collateral Coverage Tests, the Collateral Quality Tests, the Portfolio Percentage Limitations or the Reinvestment Criteria, or any of the provisions of Article VIXII relating to the sale of, and reinvestment in, Collateral Debt Obligations (including the definitions relating thereto); (j) to make any addition to or deletion from Schedule F of any independent loan valuation service, as shall have been approved in writing by S&P; or (viik) to modify, eliminate or add subject to the provisions of Section 16.01, to allow the Issuer to enter into one or more Hedge Agreements with a Hedge Counterparty; provided, that entry by the Issuer into such Hedge Agreement satisfies the Rating Condition and all of the requirements of Section 16.01. provided that the consent of the Majority of the Controlling Class shall be required for (a) supplemental indentures entered into in connection with the Hedge Agreement described in subclause (k), but only insofar as the Issuer’s entry into such Hedge Agreement is not requested by a Majority of the Controlling Class and (b) supplemental indentures entered into in connection with the matters described in subclauses (i) and (j). Notwithstanding anything in this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trusteecontrary, except as set forth above, the Trustee shall not enter into any indenture supplemental hereto without the prior written consent of the Majority of the Controlling Class. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in the therein contained, subject to Section 8.03. The Trustee shall not enter into any such supplemental indenture if, as a result of such supplemental indenture. , the interests of any Noteholder would be materially adversely affected thereby. Unless notified by a Majority of any Class of Notes that such Class will be materially adversely affected, the Trustee shall obtain, and be entitled to rely upon, a certificate of the Collateral Manager or an Opinion of Counsel as to whether the interests of any Noteholder would be materially adversely affected by any such supplemental indenture (bafter giving notice of such change to the Secured Parties). So long as any Class of Secured Notes is Outstanding, the Trustee shall not enter into any such supplemental indenture without having satisfied the Rating Condition in connection with the execution of such supplemental indenture; provided that the Trustee may, upon receiving notice that the Rating Condition will not be satisfied with respect to the changes proposed in such supplemental indenture and with the consent of the Holders of 100% of the Aggregate Principal Amount of Secured Notes of each Class whose rating will be reduced or withdrawn by any Rating Agency, enter into any such supplemental indenture notwithstanding the failure to satisfy the Rating Condition with respect to the ratings of any Outstanding Class of Secured Notes. At the cost of the Issuer, the Trustee shall provide to the Collateral Manager and the Noteholders a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee and a copy of the executed supplemental indenture after its execution. So long as any Secured Notes are Outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee and request confirmation from the Rating Agencies that the Rating Condition has been satisfied, and, as soon as practicable after the execution by the Trustee and the Issuer of any such supplemental indenture, provide to each Rating Agency a copy of the executed supplemental indenture. The Trustee shall promptly notify the Noteholders in writing if (i) The S&P or Moody’s has notified the Trustee that the Rating Condition will not be satisfied or (ii) S&P or Moody’s has not responded to a request for a confirmation that the Rating Condition be satisfied within 30 days of a request for such confirmation. In the event that S&P or Moody’s has failed to respond to the Trustee within such 30-day period, the Trustee shall use its reasonable efforts to elicit such a response from S&P or Moody’s, as the case may be. Notwithstanding the foregoing, the Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee shall not enter into any supplemental indenture without obtaining the prior written consent of any of the NoteholdersCollateral Manager if such supplemental indenture would (i) materially increase the duties or liabilities of, into an indenture or indentures supplemental to this Indenture for materially and adversely change the purpose of adding any provisions economic consequences to, or changing in any manner or eliminating any the Collateral Manager, (ii) modify the restrictions on the sales 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 Collateral Debt Obligations under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestReinvestment Criteria, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act materially expand or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act.restrict the

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company, when authorized by the resolutions of the Board of Trustees, and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, of that another Person has become the successor to the IssuerCompany under the provisions of this Indenture relating to consolidations, mergers and sales of assets and that the assumption by any such successor of assumes the covenants of the Issuer Company's covenants, agreements and obligations in this Indenture and in the Notes; (iiib) to surrender any of the Company's rights or powers under the Indenture (including, without limitation, the Company's right to pay any part of the Purchase Price with Common Shares with respect to any purchase of Notes by the Company at the option of the holders occurring on a date after the date of such amendment), to add to the Company's covenants further covenants, restrictions, conditions or provisions for the protection of the Issuerholders of all Notes, for the benefit and to make a default in any of the Noteholdersthese additional covenants, restrictions, conditions or to surrender any right provisions a default or power conferred on the Issuer in an Event of Default under this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vc) to cure any ambiguityambiguity or to make corrections to this Indenture, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the Notes, or to add make such other provisions not inconsistent with the provisions of in regard to matters or questions arising under this Indenture so long as the action does that do not materially adversely affect the interests of any holders of the NoteholdersNotes; (vid) to modify or amend this Indenture to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act as then in effect; (e) to add guarantees with respect to the Notes or to secure the Notes; (f) to make any change that does not adversely affect the rights of any holder of the Notes under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the appointment under Notes and this Indenture of a successor trustee for the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate provide for the administration of the trusts under this Indenture by more than one trustee, under Article VI; orand (viih) to modifyestablish the forms or terms of the Notes. Upon the written request of the Company, eliminate accompanied by a copy of the resolutions of the Board of Trustees certified by its Secretary or add to Assistant Secretary authorizing the provisions execution of this Indenture as necessary to effect any supplemental indenture, the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained in and to accept the supplemental indenture. (b) The Issuer conveyance, transfer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent assignment of any of property thereunder, but the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that adversely affects the Trustee's own rights, duties 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 immunities under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actotherwise.

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

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

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

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

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

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

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice by to each Rating Agency, subject to Section 9.06, the Issuer to Issuer, the Rating AgenciesCo-Trustee, and the Indenture Trustee may enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of Indenture Trustee and the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Co-Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property 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; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholdersother Transaction Documents; (vi) to evidence modify, eliminate, or add to the provisions of this Indenture as required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the Notes; (vii) to modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent 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 other provisions expressly required by the TIA; or (ix) to provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is and Co-Trustee are authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in it. No amendment that satisfies the supplemental indentureRating Agency Condition shall, for purposes of this Section, be considered to adversely affect in any material respect the interests of any Noteholder. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer, the Co-Trustee, and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture 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) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Actaffected Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, Invesco Mortgage Capital and the Trustee may, from time to time, and at any time amend or supplement this Indenture Trustee, when directed by Issuer Order, may enter, or the Notes without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Holder for any of the following purposes: (ia) to correct conform the terms of this Indenture or expand the Notes to the description of any property subject thereof in the Offering Memorandum; (b) to evidence the succession by a successor to the Lien Issuer as obligor or Invesco Mortgage Capital (as Guarantor or otherwise) and to provide for the assumption by such successor of this Indenture, the Issuer’s or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of Invesco Mortgage Capital’s obligations under this Indenture; (iic) to evidence the succession, in compliance add guarantees with this Indenture, of another Person respect to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iiid) to secure the Notes; (e) to issue Additional Notes pursuant to Section 2.01; (f) to add to the Issuer’s covenants of the Issuersuch further covenants, restrictions or conditions for the benefit of the Noteholders, Holders (or to any other holders) or surrender any right or power conferred on upon the Issuer in this by the Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vg) to cure any ambiguity, to correct defect or supplement any provision inconsistency in this Indenture or in the Notes, including to eliminate any supplemental indenture that may be inconsistent conflict with the Trust Indenture Act, to the extent applicable; (h) to make any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action change that does not materially adversely affect the interests rights of the Noteholdersany Holder in any material respect; (vii) to evidence provide for a successor Trustee; (j) to comply with the acceptance applicable procedures of the appointment under this Indenture of a successor trustee for the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under Article VIDepository; or (viik) to modify, eliminate or add to comply with any requirements of the provisions of this Indenture as necessary to effect Commission in connection with the qualification of this the Indenture under the TIA and to add to this Trust Indenture any other provisions required by the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory Act, to the Indenture Trusteeextent applicable. The Indenture Upon an Issuer Request authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and Invesco Mortgage Capital in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in 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. (b) The Issuer indenture authorized by the provisions of this Section 10.01 may be executed by the Issuer, Invesco Mortgage Capital and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act10.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Company and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions any Holder of the TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) Notes hereto for any of the following purposes: (ia) to correct or expand the description of any property subject evidence a successor to the Lien of this IndentureIssuer as obligor, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this IndentureReckson OP as Guarantor, or to subject additional property to the Lien of Company under this Indenture; (iib) to evidence add Events of Default for the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor benefit of the covenants Holders of the Issuer in this Indenture and in the Notes; (iiic) to secure the Notes; (d) to add to a Guarantor under the covenants of the Issuer, for the benefit of the Noteholders, Indenture or to surrender any right or power conferred on release a Guarantor in accordance with the Issuer in this Indenture; (ive) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions not inconsistent with the provisions of this Indenture so long as the action does not materially adversely affect the interests of the Noteholders; (vi) to evidence provide for the acceptance of the appointment under this Indenture of a successor trustee for the Notes and to add to Trustee or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, under Article VI; orTrustee; (viif) to modifycure any ambiguity, eliminate defect or inconsistency in this Indenture; (g) to amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then outstanding; and provided, further, that no modification or amendment to cure any ambiguity, defect or inconsistency in the indenture or the Notes made solely to conform the indenture to the “Description of Notes” contained in the Offering Memorandum will be deemed to adversely affect the interests of the Holders of the Notes; (h) to add to the provisions covenants of the Issuer, the Guarantor, or the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Company in this Indenture or in the Notes; (i) to provide for Global Notes in addition to or in place of Certificated Notes, as necessary provided in this Indenture; and (j) to effect the qualification of modify this Indenture under and the TIA and Notes to add to this Indenture increase the Exchange Rate or reduce the Exchange Price; provided that the increase or reduction, 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. Upon an Issuer Request authorizing the execution of any other provisions required by supplemental indenture, the TIA. All supplemental indentures under this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Issuer and the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in 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. (b) The Issuer indenture authorized by the provisions of this Section 10.01 may be executed by the Issuer, the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that the amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the 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 or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied for the amendment; and (iv) for the issuance of additional securities only, (A) payments of interest and principal on those additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) the additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of the additional securities do not require registration under the Securities Act10.02.