Common use of Additional Issuance; Reopening Clause in Contracts

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ Notes. When issued, such additional Series 20__-_ Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2015-1 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2015-1 Notes will form part of and have the same Principal Terms as such the previously issued Class, except for (i) the initial principal amount of such the previously issued Class, the Initial Invested Amount and the initial Note Balance of such the previously issued Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such the additional Series 20__-_ Notes, 2015-1 Notes and (iii) the first payment of interest following the issuance of such the additional Series 20__-_ 2015-1 Notes. When issued, such the additional Series 20__-_ 2015-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2015-1 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2015-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such the additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding prior to the issuance of such the additional Series 20__-_ 2015-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such the additional issuance and the date of such the additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such for the additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such the additional issuance, stating that: (i) such the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to for any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such the additional Series 20__-_ 2015-1 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such that Class such so that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2015-1 Reserve Account from the proceeds of such the issuance such the amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2015-1 Reserve Account Required Amount after giving effect to such the issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such the additional issuance (taking into account any deposit of the proceeds of such the additional Series 20__-_ 2015-1 Notes into in the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2015-2 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2015-2 Notes will form part of and have the same Principal Terms as such the previously issued Class, except for (i) the initial principal amount of such the previously issued Class, the Initial Invested Amount and the initial Note Balance of such the previously issued Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such the additional Series 20__-_ Notes, 2015-2 Notes and (iii) the first payment of interest following the issuance of such the additional Series 20__-_ 2015-2 Notes. When issued, such the additional Series 20__-_ 2015-2 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2015-2 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2015-2 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such the additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding prior to the issuance of such the additional Series 20__-_ 2015-2 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such the additional issuance and the date of such the additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such for the additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such the additional issuance, stating that: (i) such the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to for any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such the additional Series 20__-_ 2015-2 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such that Class such so that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2015-2 Reserve Account from the proceeds of such the issuance such the amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2015-2 Reserve Account Required Amount after giving effect to such the issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such the additional issuance (taking into account any deposit of the proceeds of such the additional Series 20__-_ 2015-2 Notes into in the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2015-4 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2015-4 Notes will form part of and have the same Principal Terms as such the previously issued Class, except for (i) the initial principal amount of such the previously issued Class, the Initial Invested Amount and the initial Note Balance of such the previously issued Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such the additional Series 20__-_ Notes, 2015-4 Notes and (iii) the first payment of interest following the issuance of such the additional Series 20__-_ 2015-4 Notes. When issued, such the additional Series 20__-_ 2015-4 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2015-4 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2015-4 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such the additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding prior to the issuance of such the additional Series 20__-_ 2015-4 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such the additional issuance and the date of such the additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such for the additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such the additional issuance, stating that: (i) such the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to for any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such the additional Series 20__-_ 2015-4 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such that Class such so that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2015-4 Reserve Account from the proceeds of such the issuance such the amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2015-4 Reserve Account Required Amount after giving effect to such the issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such the additional issuance (taking into account any deposit of the proceeds of such the additional Series 20__-_ 2015-4 Notes into in the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2014-2 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2014-2 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2014-2 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2014-2 Notes. When issued, such additional Series 20__-_ 2014-2 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2014-2 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2014-2 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2014-2 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2014-2 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2014-2 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2014-2 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2014-2 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2013-4 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2013-4 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2013-4 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2013-4 Notes. When issued, such additional Series 20__-_ 2013-4 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2013-4 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2013-4 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2013-4 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2013-4 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2013-4 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2013-4 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2013-4 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2012-2 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2012-2 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2012-2 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2012-2 Notes. When issued, such additional Series 20__-_ 2012-2 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2012-2 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2012-2 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2012-2 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2012-2 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2012-2 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2012-2 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2012-2 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2012-1 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2012-1 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2012-1 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2012-1 Notes. When issued, such additional Series 20__-_ 2012-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2012-1 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2012-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2012-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2012-1 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2012-1 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2012-1 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2012-1 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2011-2 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2011-2 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2011-2 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2011-2 Notes. When issued, such additional Series 20__-_ 2011-2 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2011-2 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2011-2 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2011-2 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2011-2 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2011-2 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2011-2 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2011-2 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2012-5 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2012-5 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2012-5 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2012-5 Notes. When issued, such additional Series 20__-_ 2012-5 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2012-5 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2012-5 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2012-5 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2012-5 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2012-5 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2012-5 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2012-5 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2014-4 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2014-4 Notes will form part of and have the same Principal Terms as such the previously issued Class, except for (i) the initial principal amount of such the previously issued Class, the Initial Invested Amount and the initial Note Balance of such the previously issued Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such the additional Series 20__-_ Notes, 2014-4 Notes and (iii) the first payment of interest following the issuance of such the additional Series 20__-_ 2014-4 Notes. When issued, such the additional Series 20__-_ 2014-4 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2014-4 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2014-4 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such the additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding prior to the issuance of such the additional Series 20__-_ 2014-4 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such the additional issuance and the date of such the additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such for the additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such the additional issuance, stating that: (i) such the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to for any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such the additional Series 20__-_ 2014-4 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such that Class such so that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2014-4 Reserve Account from the proceeds of such the issuance such the amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2014-4 Reserve Account Required Amount after giving effect to such the issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such the additional issuance (taking into account any deposit of the proceeds of such the additional Series 20__-_ 2014-4 Notes into in the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2012-4 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2012-4 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2012-4 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2012-4 Notes. When issued, such additional Series 20__-_ 2012-4 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2012-4 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2012-4 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2012-4 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2012-4 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2012-4 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2012-4 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2012-4 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2013-5 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2013-5 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2013-5 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2013-5 Notes. When issued, such additional Series 20__-_ 2013-5 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2013-5 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2013-5 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2013-5 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2013-5 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2013-5 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2013-5 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2013-5 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2013-3 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2013-3 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2013-3 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2013-3 Notes. When issued, such additional Series 20__-_ 2013-3 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2013-3 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2013-3 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2013-3 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2013-3 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2013-3 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2013-3 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2013-3 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2014-1 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2014-1 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2014-1 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2014-1 Notes. When issued, such additional Series 20__-_ 2014-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2014-1 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2014-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2014-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2014-1 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2014-1 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2014-1 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2014-1 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2015-5 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2015-5 Notes will form part of and have the same Principal Terms as such the previously issued Class, except for (i) the initial principal amount of such the previously issued Class, the Initial Invested Amount and the initial Note Balance of such the previously issued Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such the additional Series 20__-_ Notes, 2015-5 Notes and (iii) the first payment of interest following the issuance of such the additional Series 20__-_ 2015-5 Notes. When issued, such the additional Series 20__-_ 2015-5 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2015-5 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2015-5 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such the additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding prior to the issuance of such the additional Series 20__-_ 2015-5 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such the additional issuance and the date of such the additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such for the additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such the additional issuance, stating that: (i) such the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to for any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such the additional Series 20__-_ 2015-5 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such that Class such so that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2015-5 Reserve Account from the proceeds of such the issuance such the amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2015-5 Reserve Account Required Amount after giving effect to such the issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such the additional issuance (taking into account any deposit of the proceeds of such the additional Series 20__-_ 2015-5 Notes into in the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2013-1 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2013-1 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2013-1 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2013-1 Notes. When issued, such additional Series 20__-_ 2013-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2013-1 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2013-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2013-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2013-1 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 2013-1 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2013-1 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2013-1 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 2011-1 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2011-1 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2011-1 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2011-1 Notes. When issued, such additional Series 20__-_ 2011-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2011-1 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2011-1 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2011-1 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 2011-1 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date;; Table of Contents (f) the Depositors have deposited in the Series 20__-_ 2011-1 Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 2011-1 Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2011-1 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Outstanding Series, create and issue additional Series 20__-_ 2010-5 Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 2010-5 Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Series 2010-5 Note Initial Principal Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 2010-5 Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 2010-5 Notes. When issued, such additional Series 20__-_ 2010-5 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 2010-5 Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 2010-5 Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 2010-5 Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor Transferor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Outstanding Series; and (ii) all conditions precedent under this Section 2.2 1.02 to the issuance of such additional Series 20__-_ 2010-5 Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors Transferors have deposited in the Series 20__-_ Reserve Account Fund from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ Reserve Account Fund Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals will equal or exceeds exceed the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 2010-5 Notes into the Excess Funding Account).

Additional Issuance; Reopening. The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20__-_ 20 - Notes of the same Class as any Class issued on the Closing Date. Any such additional Series 20__-_ 20 - Notes will form part of and have the same Principal Terms as such previously issued Class, except for (i) the initial principal amount of such Class, the Initial Invested Amount and the initial Note Balance of such Class on the Closing Date, (ii) the accrual and payment of interest prior to the issuance date of such additional Series 20__-_ 20 - Notes, and (iii) the first payment of interest following the issuance of such additional Series 20__-_ 20 - Notes. When issued, such additional Series 20__-_ 20 - Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applicable to those Series 20__-_ 20 - Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of the Indenture Trustee to authenticate and deliver additional Series 20__-_ 20 - Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate such additional issuance will be subject to the satisfaction of the following conditions: (a) on or before the second Business Day preceding the issuance of such additional Series 20__-_ 20 - Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of such additional issuance and the date of such additional issuance; (b) the Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate such additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer; (c) the Rating Agency Condition has been satisfied with respect to such additional issuance; (d) each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of such additional issuance, stating that: (i) such additional issuance will not have an Adverse Effect or cause an Amortization Event to occur with respect to any Series; and (ii) all conditions precedent under this Section 2.2 to the issuance of such additional Series 20__-_ 20 - Notes have been complied with; (e) on or before the additional issuance date for any Class (treating the Class A-1 Notes and the Class A-2 Notes as a single Class), the Issuer will have issued Notes of each Class that is junior to such Class such that the proportion of the Note Principal Balance of each such junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date; (f) the Depositors have deposited in the Series 20__-_ 20 - Reserve Account from the proceeds of such issuance such amount as is necessary to cause the amount on deposit to equal the Series 20__-_ 20 - Reserve Account Required Amount after giving effect to such issuance; and (g) the Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to such additional issuance (taking into account any deposit of the proceeds of such additional Series 20__-_ 20 - Notes into the Excess Funding Account).