Common use of Without Consent of the Noteholders Clause in Contracts

Without Consent of the Noteholders. Without the consent of the Holders of any Notes, but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (d) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (e) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicable; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE 11; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that any such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable), the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without (a) This Agreement may be amended from time to time by the parties hereto and the Certificateholder, without notice to or the consent of the Holders of any Notes, but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposesNoteholders: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (d) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (ei) to cure any ambiguity; (ii) to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to the Notes or the Certificate, the Issuing Entity or this Agreement in any Prospectus, or to correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision provisions herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or other Operative Agreement, to make any other provisions with respect to matters or questions arising under this Indenture Agreement; (including iii) to make any Series Supplement or amendment to any Series Supplement) or other provision with respect to the restructuring of BWF, BCC, the Servicer matters or the Issuer as a limited liability company or a business trust, as applicable; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consentquestions arising under this Agreement or; (giv) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect add, delete, or amend any provisions to the Notes extent necessary or desirable to comply with any requirements imposed by the Code or ERISA and applicable regulations. (b) No such amendment shall be entered into unless the Indenture Trustee shall have received an Opinion of one or more Series or to add to or change any Counsel (which shall be at the expense of the provisions party requesting such amendment) acceptable to the holder of the Indenture Certificate stating that as shall be necessary and permitted to provide for or facilitate the administration a result of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE 11; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or amendment (i) the Issuing Entity will not be subject to add any provisions toUnited States federal income tax at the entity level and (ii) the Notes, or change in any manner or eliminate any of other than the provisions ofRetained Notes, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indentureif any, will not lose their status as debt for United States federal income tax purposes; provided, however, that any nor shall such action shall not amendment effected pursuant to Section 12.1(a)(iii) above adversely affect in any material respect the interests of any Noteholder; provided, furthernor shall such amendment be made with respect to Section 10.2(b) or the corresponding definitions used therein. Prior to entering into any amendment without the consent of the Noteholders pursuant to this paragraph, the Indenture Trustee and the Securities Administrator may require an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that no such amendment or supplement shall be is permitted if it would result in a taxable event to any Noteholder unless under this paragraph. Any such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to adversely affect adversely the interests of in any Noteholder (or material respect any relevant Secured Party) Noteholder, if the Indenture Trustee receives written confirmation from each Rating Agency Condition is satisfiedthat such amendment will not cause such Rating Agency to downgrade, withdraw or qualify the then current rating assigned to the Notes. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable), the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.105

Without Consent of the Noteholders. Without the consent of the Holders Noteholders, and subject to satisfaction of any Notesthe Rating Agency Condition, but, in any caseand, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series Servicer or Back-Up Servicer (orincluding, with respect to an amendment to a particular Series Supplement, the Required Persons of such Seriesas successor Servicer) and, if the Servicer’s rights and/or obligations of the Servicer or the Back-Up Servicer, as applicable, are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (c) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (d) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (e) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement of this Indenture which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicableIndenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE Article 11; (hg) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J, chapter 1 of Subtitle A of the Code; (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; or (j) to reduce the Class C Note Rate with the consent of each Class C Noteholder; provided, however, that any no such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement under this Section 13.1 shall be permitted if it unless such amendment or supplement (a) would not result in a taxable event to any Noteholder (unless each Series 2019-B Noteholder subject to a taxable event has consented thereto) and (b) would not have a material adverse effect with respect to Noteholders (unless such Noteholderamendment or supplement is permitted under clause (j) above or each Series 2019-B Noteholder materially and adversely affected thereby has consented thereto), in each case as evidenced by: (i) an Opinion of Counsel or (ii) Conn’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfiedOfficer Certificate. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable)2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement amendment authorized or permitted by the terms of this Master Trust Base Indenture and shall make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of the Noteholders. Without the consent of the Holders of any Notes, but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series SupplementNoteholder, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer Issuers and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Trustee, unless and any Issuer may amend or otherwise provided modify any Related Document to which it is a party, in a Series Supplement, each case for any of the following purposes: (a) subject to Section 2.3, to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to add to the covenants of the any Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon any Issuer (provided, however, that no Issuer will pursuant to this subsection 13.1(b) surrender any right or power it has against any other Issuer, the IssuerNominee Titleholder, the Fleet Manager or any Rental Company under the Related Documents); (dc) to mortgage, pledge, convey, transfer, assign, mortgage or pledge assign and transfer to the Trustee any property prop­erty or assets as security for the Issuer Obligations Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer Issuers and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the TrusteeTrustee on behalf of the Secured Parties; (ed) to cure any mistake, ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture hereto or in Related Document to which any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as is a limited liability company or a business trust, as applicable; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consentparty; (ge) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE 11; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIANotes; or (if) to add correct or supplement any provisions to, provision herein or change in any manner Related Document to which any Issuer is a party which may be inconsistent with any other provision herein or eliminate therein or to make consistent any of the other provisions of, this Indenture with respect to matters or modify in questions arising hereunder or under any manner the rights of the Holders of the Notes under this IndentureRelated Document to which any Issuer is a party; provided, however, that any such action shall not adversely affect in any material respect the interests of any Noteholder; providedNoteholders, further, that no amendment or supplement shall be permitted if it would result in a taxable event as evidenced by an Officer’s Certificate delivered to any Noteholder unless such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfiedTrustee. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable)Issuers, the Trustee shall join with the Issuer Issuers in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust the Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which adversely affects its own rights, duties or immunities under this the Indenture or otherwise. The Issuers shall give, or cause to be given, prior written notice of any amendment to be made pursuant to this Section 13.1 to the Rating Agency.

Without Consent of the Noteholders. Without the consent of the Holders of any NotesNoteholder, but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, the Issuer and the Trustee, when authorized by an Issuer Orderany applicable Enhancement Provider, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof)hereto, in form satisfactory to the Indenture Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes, provided that (i) with respect to clause (a) below, the Rating Agency Confirmation Condition is met and (ii) with respect to clauses (b) to (f) below, the Rating Agency Consent Condition is met: (a) to create a new Series of Notes; (b) to cure any ambiguity, defect, or inconsistency or to correct or amplify the description of supplement any property at provision contained herein or in any time subject to the lien of this Indenture, Supplement or better to assure, convey and confirm unto the Trustee in any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyNotes issued hereunder; (c) to add provide for uncertificated Notes in addition to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of certificated Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (d) to convey, transfer, assign, mortgage add to or pledge to the Trustee change any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with of the provisions of the IndentureIndenture to such extent as shall be necessary to permit or facilitate the issuance of Notes in bearer form, be deemed appropriate by the Issuer registrable or not registrable as to principal, and the Trustee, with or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trusteewithout interest coupons; (e) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicable; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent; (g) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes of one or more Series or and to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE 11; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIATrustee; or (if) to add correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions to, with respect to matters or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes questions arising under this Indenture; provided, however, that any that, as evidenced by an Opinion of Counsel, such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfiedNoteholders. Upon the request of the Master Trust Administrator on behalf of the Issuer Issuer, and upon receipt by the Indenture Trustee of the documents described in Section 2.2 (as applicable)hereof, the Indenture Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwiseIndenture.

Without Consent of the Noteholders. Without the consent of the Holders of any Notes, but, in any case, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, with the prior written consent of the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the TrusteeAgencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof)Supplement, in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (a) to create a new Series of Notes[Reserved]; (b) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (c) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (d) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (de) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (ef) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicable; provided, however, that (subject to the last sentence of this Section 14.1) such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent;; or (g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE 11; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that any such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement shall be permitted if it would result in a taxable event to any Noteholder unless such Noteholder’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfiedArticle 12. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable)2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement authorized or permitted by the terms of this Master Trust Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfied with respect thereto (or, if there is no applicable Rating Agency, if the Funding Agent consents in writing).

Without Consent of the Noteholders. Without the consent of the Holders of any Notes, butand subject to satisfaction of the Rating Agency Condition, in any caseand, unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, Servicer if the Servicer’s rights and/or obligations of the Servicer are materially and adversely affected thereby, the Servicer and with prior written notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture supplements or amendments hereto or Series Supplements or amendments to any Series Supplement (which shall conform to any applicable provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, unless otherwise provided in a Series Supplement, for any of the following purposes: (a) to create a new Series of Notes; (b) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (b) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; (c) to add to the covenants of the Issuer for the benefit of any Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Issuer; (d) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Issuer Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the this Indenture or as may, consistent with the provisions of the this Indenture, be deemed appropriate by the Issuer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (e) to cure any ambiguity, or correct or supplement any provision herein or in any supplemental indenture hereto or in any Series Supplement or amendment to any Series Supplement of this Indenture which may be inconsistent with any other provision herein or in any supplemental indenture or any Series Supplement or amendment to any Series Supplement (f) of this Indenture or to make any other provisions with respect to matters or questions arising under this Indenture (including any Series Supplement or amendment to any Series Supplement) or with respect to the restructuring of BWF, BCC, the Servicer or the Issuer as a limited liability company or a business trust, as applicableIndenture; provided, however, that such action shall not adversely affect the interests of any Holder of the Notes in any material respect without its consent; (gf) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series or to add to or change any of the provisions of the this Indenture as shall be necessary and permitted to provide for or facilitate the administration of the trusts hereunder by more than one trustee pursuant to the requirements of ARTICLE Article 11; (hg) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (h) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the treatment of the Receivables Trust (or any part thereof), for United States federal income tax purposes, as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code; or (i) to add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that any no such action shall not adversely affect in any material respect the interests of any Noteholder; provided, further, that no amendment or supplement under this Section 13.1 shall be permitted if it unless such amendment or supplement (a) would not result in a taxable event to any Noteholder unless such Noteholderand (b) would not have a material adverse effect with respect to Noteholders, in each case as evidenced by: (i) an Opinion of Counsel or (ii) Conn’s consent is obtained. An amendment described in this Section 14.1 shall be deemed not to affect adversely the interests of any Noteholder (or any relevant Secured Party) if the Rating Agency Condition is satisfiedOfficer Certificate. Upon the request of the Master Trust Administrator on behalf of the Issuer and upon receipt by the Trustee of the documents described in Section 2.2 (as applicable)2.2, the Trustee shall join with the Issuer in the execution of any supplemental indenture or Series Supplement amendment authorized or permitted by the terms of this Master Trust Base Indenture and shall make any further appropriate agreements and stipulations which that may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which supplemental indenture or amendment that affects its own rights, duties or immunities under this Indenture or otherwise.