Common use of New Issuances of Notes Clause in Contracts

New Issuances of Notes. (a) The Issuing Entity may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waived: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 or in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before prior to the third Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of NotesTranche, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion for each applicable Master Trust and an Issuer Tax Opinion with respect to such issuance; (v) if any additional conditions to the new issuance are specified in writing by a Note Rating Agency to the Issuer, either (A) the Issuer satisfies such conditions or (B) the Issuer obtains confirmation from each the applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (vvi) in the case of Bearer NotesNotes described in Section 163(f)(2)(A) of the Internal Revenue Code, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vivii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiviii) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiiix) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied311; and (ixx) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated (other than clause (iv)) or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class Series or TrancheClass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer’s Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Series or Class or Tranche of Notes, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms DocumentSupplement; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency Agencies an Issuer Tax Opinion; (v) on or prior to the date that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior is to May 22occur, 2012 that are rated by such the Note Rating AgencyAgency Condition is satisfied; (vvi) as of the date that the new issuance is to occur, (A) the Pool Balance, after giving effect to the new issuance, is equal to or greater than the Required Pool Balance, after giving effect to the new issuance and (B) the Transferor Amount, after giving effect to the new issuance, is equal to or greater than the Required Transferor Amount, after giving effect to the new issuance; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, if such Notes are not in registered form (including by reason of a book entry system described in section 163(f)(3)), such Notes shall be described as in section 163(f)(2)(B4701(b)(1)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of NotesIssuer Certificate; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 or in Section 3.11 herein are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Series or Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Series or Class or Tranche in order to issue any additional Notes of any Series, Class Series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABClass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(aSection 4.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Allocation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Class as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel, that all laws and requirements with respect to the Most Recent Quarterly Filing Date that execution and delivery by the Issuing Entity Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that if any additional conditions to the new issuance is are specified in writing by a Note Rating Agency to occurthe Issuer, either (A) the Issuing Entity will have obtained written Issuer satisfies such conditions or (B) the Issuer obtains confirmation from each the applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval from each Note Rating Agency. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer’s Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency Agencies an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Collateral, a Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance; (v) on or prior to the date that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior is to May 22occur, 2012 that are rated by such the Note Rating AgencyAgency Condition is satisfied with respect to such issuance; (vvi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period, (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period and (iii) the Seller’s Interest Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Seller’s Interest Amount as of the last day of such Monthly Period; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, if such Notes are not in registered form (including by reason of a book-entry system described in Section 163(f)(3)), such Notes shall be described as in section 163(f)(2)(B4701(b)(1)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (bi) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (cii) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a4.10(a) are met or waivedsatisfied. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. . (iii) When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Tranche as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class series or Trancheclass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class series or Tranche of Notesclass Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; and (E) such other matters as the Indenture Trustee may reasonably request; (iii) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and each Terms Documentthe Note Rating Agencies an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class series, class or Tranche classes of Notes; (viiv) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiivi) the Note Rating Agencies have provided written confirmation that such issuance will not have a Ratings Effect; (vii) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are satisfied; and (ixviii) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class series or Tranche class of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class series or Tranche class to issue any additional Notes of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche class of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche class of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche class will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche class of Notes that has the benefit of a Derivative an Enhancement Agreement, the Issuing Entity Issuer will enter into a Derivative an Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding sub-account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche class will be identical in all respects to the other Outstanding Notes of that Class or Tranche class and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche class without preference, priority or distinction. SECTION 311. Specification of Required Subordinated Amount, Overcollateralization Amount and other Terms with Respect to each Class. (a) The applicable Indenture Supplement for each class of Notes will specify a Required Subordinated Amount, if any, of each subordinated class of Notes, if any, and the Overcollateralization Amount, if any, for each series or class of Notes. (b) The Issuer may change the Required Subordinated Amount, if any, for any class of Notes or the Overcollateralization Amount, if any, for any class or series of Notes at any time without the consent of any Noteholders so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of that series or class, as applicable, that the change in the Required Subordinated Amount or Overcollateralization Amount will not result in a Ratings Effect with respect to any Outstanding Notes in that series or class, as applicable, and (ii) delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax Opinion. SECTION 312. Reallocation of Interest Collections and Principal Collections. Interest Collections, Principal Collections and other specified amounts allocated to each series shall be reallocated to cover interest and expenses related to each series to the extent, if any, specified in each related Indenture Supplement.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Tranches of Notes (including additional Notes of any Series, Class or an Outstanding Tranche) to be included in the DiscoverSeries, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiii) in the case with respect to an issuance of Foreign Currency Class A Notes, immediately after giving effect to such issuance, the Issuing Entity will have appointed one or more Paying Agents in Nominal Liquidation Amount of the appropriate countriesClass B Notes must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Tranches of Class A Notes; (viiiiii) with respect to an issuance of Class A Notes or Class B Notes, immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Tranches of Class A Notes with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Tranches of Class B Notes; (iv) with respect to an issuance of Class A Notes, Class B Notes or Class C Notes, immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes must be at least equal to the aggregate Class C Available Subordinated Amount of Class D Notes for all Tranches of Class C Notes; (v) the Issuer shall be entitled to cause an increase in the Series Investor Interest for the Series 2007-CC Collateral Certificate or any Additional Collateral Certificate by an amount equal to the Nominal Liquidation Amount for such Notes as specified in the related Terms Document and all conditions to such increase, including without limitation any conditions relating to the Minimum Principal Receivables Balance of DCMT or any comparable provision of any other applicable Master Trust, shall have been satisfied; (vi) the conditions specified in this Section 3.10 or 310 of the Indenture are satisfied (unless such issuance does not exceed the De Minimis Threshold, in which case only such conditions specified in Section 3.11 are 310 of the Indenture as the applicable Note Rating Agencies shall require shall be satisfied); and (ixvii) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agencyrelated Terms Document. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class series or Trancheclass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class series or Tranche of Notesclass Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; and (E) such other matters as the Indenture Trustee may reasonably request; (iii) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and each Terms Documentthe Note Rating Agencies a CARCO Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class series, class or Tranche classes of Notes; (viiv) no Early Amortization Event as defined in the Pooling and Servicing Agreement or the Series 2002-CC Supplement will have occurred and be continuing as of the date of the new issuance; (vi) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (vii) the Note Rating Agencies have provided written confirmation that such issuance will not have a Ratings Effect and each rating agency that has been selected by DCWR or any of its affiliates or predecessors to rate any series or class of Investor Certificates has provided written confirmation that such issuance will not result in the reduction, qualification or withdrawal of any then current rating by it of any series or class of Investor Certificates; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are satisfied; and (ix) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class series or Tranche class of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class series or Tranche class to issue any additional Notes of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche class of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche class of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche class will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche class of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding sub-account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche class will be identical in all respects to the other Outstanding Notes of that Class or Tranche class and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche class without preference, priority or distinction. Section 311. Specification of Required Subordinated Amount, Overcollateralization Amount and other Terms with Respect to each Class. (a) The applicable Indenture Supplement for each class of Notes will specify a Required Subordinated Amount, if any, of each subordinated class of Notes, if any, and the Overcollateralization Amount, if any, for each series or class of Notes. (b) The Issuer may change the Required Subordinated Amount for any class of Notes or the Overcollateralization Amount, if any, for any class or series of Notes at any time without the consent of any Noteholders so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of that series or class, as applicable, that the change in the Required Subordinated Amount or Overcollateralization Amount will not result in a Ratings Effect with respect to any Outstanding Notes in that series or class, as applicable, and (ii) delivered to the Trustee and the Note Rating Agencies a CARCO Trust Tax Opinion and an Issuer Tax Opinion. Section 312. Reallocation of Available Interest Amounts and Available Principal Amounts. Available Interest Amounts, Available Principal Amounts and other specified amounts allocated to each series shall be reallocated to cover interest and expenses related to each series to the extent, if any, specified in each related Indenture Supplement.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Tranches of Notes (including additional Notes of any an Outstanding Tranche) to be included in the Card Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiii) if the issuance of Notes results in an increase in the case targeted deposit amount of Foreign Currency any Class C Reserve sub-Account of a Tranche of Class C Notes or any Class D Reserve sub-Account of a Tranche of Class D Notes, on such issuance date the Issuing Entity will Issuer shall have appointed one funded such increase with a cash deposit to such Class C Reserve sub-Account or more Paying Agents in the appropriate countriesClass D Reserve sub-Account, as applicable; (viiiiii) unless the Threshold Conditions with respect to the related Class of Notes have been satisfied, the conditions specified in this Section 3.10 or in Section 3.11 310 of the Indenture, as applicable, are satisfied; (iv) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class B Notes in the Card Series must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Class A Notes in the Card Series; (v) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes in the Card Series must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series; (vi) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes in the Card Series must be at least equal to the greater of (A) the sum of (x) the aggregate Class A Available Subordinated Amount of Class D Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes of zero and (y) the aggregate Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series and (B) the aggregate Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series; and (ixvii) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agencyrelated Terms Document. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer’s Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency Agencies an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Collateral, a Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance; (v) on or prior to the date that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior is to May 22occur, 2012 that are rated by such the Note Rating AgencyAgency Condition is satisfied with respect to such issuance; (vvi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, if such Notes are not in registered form (including by reason of a book-entry system described in Section 163(f)(3)), such Notes shall be described as in section 163(f)(2)(B4701(b)(1)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a4.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Tranche as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer's Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Collateral, a Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance; (v) the Issuer obtains confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (vvi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a4.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Tranche as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waived: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date Counsel that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to to: (x) applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect effect, (y) the rights of creditors of depository institutions the accounts of which are insured by the Federal Deposit Insurance Corporation and to (z) general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiv) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viiivi) the conditions specified in this Section 3.10 or in Section 3.11 are satisfied; and (ixvii) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new additional Notes of any Seriesan existing series, Class class or Tranchesubclass or issue a new series of Notes, so long as the following conditions precedent of issuance are satisfied or waivedmet: (i) on or before the third Business Day before a the date that the new issuance of Notes is to occur, the Issuing Entity delivers to Issuer or the Administrator gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) the Issuer or the Administrator on or prior to the date that the new issuance is to occur, the Issuing Entity its behalf delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate stating that the Issuer or the Administrator reasonably believes, based on the facts known to such officer at the effect thattime of such certification: (A) the Issuing Entity reasonably believes that the new issuance will not at the time of its occurrence cause an Adverse Effect on Early Redemption Event or Event of Default under any Outstanding series of Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder under the Indenture for the Indenture Trustee to authenticate and deliver such the Notes;; and (C) the form and terms of such the Notes have been established in conformity with the provisions of this the Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request;. (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered Issuer or the Administrator on its behalf delivers to the Indenture Trustee and each the Note Rating Agency an Agencies a Master Trust Tax Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled respect to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentnew issuance; (iv) the Issuer or the Administrator on or before its behalf delivers to the date that Indenture Trustee and the Note Rating Agencies a Master Owner Trust Tax Opinion with respect to the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) each of the Internal Revenue Code Note Rating Agency Condition and such section the Certificate Rating Agency Condition shall apply have been satisfied with respect to such Notesnew issuance, and, if the new issuance of Notes is to be sold in a public offering, the new Notes are rated investment grade by at least one nationally recognized statistical rating organization; (vi) on or before the date that the new issuance is after giving effect to occursuch issuance, the Issuing Entity will have delivered Seller's Invested Amount is at least equal to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of NotesMinimum Seller's Invested Amount; (vii) in no Early Amortization Event with respect to any Investor Certificate has occurred and is continuing as of the case date of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countriesnew issuance; (viii) no Early Redemption Event with respect to any series of Notes has occurred and is continuing as of the conditions specified in this Section 3.10 or in Section 3.11 are satisfieddate of the new issuance; and (ix) any other conditions specified in the applicable related Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencySupplement are satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche Securityholders to issue any additional Notes or Certificates of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche class of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche class of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche class will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche class of Notes that has the benefit of a Derivative Enhancement Agreement, the Issuing Entity Issuer will enter into a Derivative Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding Sub-Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche class will be identical in all respects to the other Outstanding Notes of that Class or Tranche class and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche class without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waived: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 or in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer’s Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Collateral, a Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance; (v) the Issuer obtains confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (vvi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a4.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Tranche as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel, to the Most Recent Quarterly Filing Date effect that all laws and requirements with respect to the execution and delivery by the Issuing Entity of such Notes have been complied with, the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (v) in the case of Bearer Notes, such Notes shall be described as in section Section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 or herein and in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class Series or TrancheClass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third tenth Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee Trustee, the Agents and each Note the Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will shall not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Series or Class or Tranche of NotesOutstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; and (E) such other matters as the Indenture Trustee may reasonably request; 40 MASTER INDENTURE (iii) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee and each Terms Documentthe Rating Agencies a Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Series, Class or Tranche Classes of Notes; (viiv) in the case of Foreign Currency foreign currency Notes, the Issuing Entity will Issuer shall have appointed one or more Paying Agents in the appropriate countries; (viiivi) the Rating Agencies have provided written confirmation that such issuance shall not have a Ratings Effect; (vii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ixviii) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Series or Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there shall be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will shall not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Series or Class or Tranche to issue any additional Notes of any Series, Class Series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABClass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notesmultiple issuance Series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Collateral Amount of that Class or Tranche will shall be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative an Enhancement Agreement, the Issuing Entity will Issuer shall enter into a Derivative an Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, interest funding sub-account and if applicable, the Class C Reserve Account, will principal funding sub-account shall be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will shall be identical in all respects to the other Outstanding Notes of that Class or Tranche and will shall be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Seriesseries, Class class or Tranchetranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each the Note Rating Agency Agencies an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms DocumentSupplement; (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency that the new issuance will not have Agencies a Ratings Effect on any Outstanding Notes issued prior Master Trust Tax Opinion and an Issuer Tax Opinion with respect to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class or Tranche series, class and tranche of Notes; (vi) no Pay Out Event as defined in the Pooling and Servicing Agreement or Series 2001‑D Pay Out Event as defined in the Series 2001‑D Supplement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) the Note Rating Agencies have provided written confirmation that such issuance will not have a Ratings Effect; (ix) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are satisfied; and (ixx) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iv) and (v)) may be waived eliminated or modified as a condition precedent to any new issuance of a Seriesseries, Class class or Tranche tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche tranche of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding sub-account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche tranche without preference, priority or distinction. In addition, the Issuer agrees to provide notice of new issuances of series, classes or tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB.

New Issuances of Notes. (a) The Issuing Entity may issue new additional Notes of any an existing Series, Class or TrancheSub-Class or issue a new Series of Notes, so long as the following conditions precedent of issuance are satisfied or waivedmet: (i) on or before the third tenth Business Day before a the date that the new issuance of Notes is to occur, the Issuing Entity or the Administrator gives the Indenture Trustee and the Rating Agencies written notice of the issuance, which notice may be waived by the recipient; (ii) the Issuing Entity or the Administrator on its behalf delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate stating that the Issuing Entity or the Administrator reasonably believes, based on the facts known to such officer at the effect thattime of such certification: (A) the Issuing Entity reasonably believes that the new issuance will not at the time of its occurrence cause an Adverse Effect on Early Redemption Event or Event of Default under any Outstanding Series of Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder under the Indenture for the Indenture Trustee to authenticate and deliver such the Notes;; and (C) the form and terms of such the Notes have been established in conformity with the provisions of this the Indenture; and. (Diii) the Issuing Entity has addressed any other matters as or the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered Administrator on its behalf delivers to the Indenture Trustee and each Note the Rating Agency an Agencies a Tax Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled respect to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentnew issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the Condition with respect to each outstanding Series of Notes shall have been satisfied with respect to such new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply after giving effect to such Notesissuance, the Seller’s Interest is at least equal to the Minimum Seller’s Interest; (vi) on or before no Early Redemption Event with respect to any Series of Notes has occurred and is continuing as of the date that of the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 or in Section 3.11 are satisfiedissuance; and (ixvii) any other conditions specified in the applicable related Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencySupplement are satisfied. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche Securityholders to issue any additional Notes or Certificates of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of NotesClass, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Enhancement Agreement, the Issuing Entity will enter into a Derivative Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding Sub-Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Tranches of Notes (including additional Notes of any an Outstanding Tranche) to be included in the Card Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiii) if the issuance of Notes results in an increase in the case targeted deposit amount of Foreign Currency any Class C Reserve sub-Account of a Tranche of Class C Notes or any Class D Reserve sub-Account of a Tranche of Class D Notes, on such issuance date the Issuing Entity Issuer will have appointed one funded such increase with a cash deposit to such Class C Reserve sub-Account or more Paying Agents in the appropriate countriesClass D Reserve sub-Account, as applicable; (viiiiii) unless the Threshold Conditions with respect to the related Class of Notes have been satisfied, the conditions specified in this Section 3.10 or in Section 3.11 310 of the Indenture, as applicable, are satisfied; (iv) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class B Notes in the Card Series must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Class A Notes in the Card Series; (v) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes in the Card Series must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series; (vi) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes in the Card Series must be at least equal to the greater of (A) the sum of (x) the aggregate Class A Available Subordinated Amount of Class D Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes of zero and (y) the aggregate Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series and (B) the aggregate Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series; and (ixvii) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Trancherelated Terms Document. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.[END OF ARTICLE II]

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes series of any Series, Class or TrancheNotes, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fourth Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers Issuer gives the Trustee and the Rating Agencies written notice of the issuance; (ii) the Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer's Certificate to the effect that: that (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; ; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this the Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; ; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, all representations and warranties in the Trust Agreement with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust corporate power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; (E) if the authentication and delivery relates to a new series, class or tranche of Notes created by a supplemental indenture, also stating that all laws and requirements with respect to the form and execution by the Issuer of the supplemental indenture with respect to that series, class or tranche of Notes have been complied with, the Issuer has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity); and (F) such other matters as the Trustee may reasonably request; (iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; and 44 (iv) as of the date of the new issuance and after giving effect to the new issuance, the weighted average rate of interest accruing (or accreting) and payable by the Issuer with respect to all classes of Notes (after giving effect to all Performing Derivative Agreements) will not be greater than ____% per annum; (v) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency: Note Rating ------------------------ ---------------------- Class A AAA/Aaa Class B A/A Class C BBB/Baa (vi) no Amortization Event as defined in the Pooling and Servicing Agreement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of a new issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than the London interbank offered rate or the rate, the Issuer shall have obtained confirmation from the applicable Rating Agencies that such new issuance will not have a Ratings Effect on any Outstanding Notes; (viii) the Invested Amount of the Collateral Certificate will be increased by an amount equal to the Initial Dollar Principal Amount of the Notes issued in the new issuance; (ix) in the case of foreign currency Notes, the Issuer will have appointed a one or more Paying Agents in the appropriate countries; (x) the conditions specified in Sections 312 and 313, as applicable, are satisfied; (xi) the Issuer will have notified the Master Trust to what extent the Nominal Liquidation Amount of the new issuance will constitute an Excluded Series under the Series [ ] Supplement; and 45 (xii) any other conditions specified in the applicable terms document; provided, however, in the case of the conditions provided in clauses (iv), (v) and (viii), such condition needs not be satisfied if the Issuer has obtained written notification from each applicable Rating Agency that there will be no Ratings Effect with respect to any Outstanding tranche of Notes as a result of the issuance of the applicable tranche of Notes. (b) The Issuer may issue new classes or tranches of Notes of currently Outstanding Multiple Issuance Series, so long as the following conditions precedent are satisfied: (i) on or before the fourth Business Day before the date that the new issuance is to occur, the Issuing Entity Issuer gives the Trustee and the Rating Agencies notice of the new issuance; (ii) the Issuer delivers to the Trustee and the Rating Agencies an Issuer's Certificate to the effect that the new issuance will not at the time of its issuance or at a future date cause an Adverse Effect; (iii) if the Initial Dollar Principal Amount of the newly-issued tranche of Notes equals or exceeds $250,000,000, or a condition is not satisfied pursuant to the proviso of this clause, the Issuer will have delivered to the Trustee and the Rating Agencies an Issuer Tax Opinion, a Master Trust Tax Opinion; (iv) as of the date of the new issuance and after giving effect to the new issuance, the weighted average rate of interest accruing (or accreting) and payable by the Issuer with respect to all classes of Notes (after giving effect to all Performing Derivative Agreements) will not be greater than ____% per annum; (v) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least of one nationally recognized Rating Agency: Note Rating -------------------- ----------------- Class A AAA Class B A Class C BBB (vi) no Amortization Event as defined in the Pooling and Servicing Agreement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of a new issuance of a class of foreign currency Notes or floating rate Notes with an interest rate based on an index other than the London interbank offered rate or the [ ] rate, the Issuer shall have obtained written confirmation from each Note the applicable Rating Agency Agencies that the such new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agencyoutstanding Notes; (vviii) the Invested Amount of the Collateral Certificate will be increased by an amount equal to the Initial Dollar Principal Amount of the Notes issued in the new issuance; (ix) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed a one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 or in Section 3.11 Sections 312 and 313, as applicable, are satisfied; (xi) the Issuer will have notified the Master Trust to what extent the Nominal Liquidation Amount of the new issuance will constitute an Excluded Series under the Series [ ] Supplement; and (ixxii) any other conditions specified in the applicable Indenture Supplementterms document; provided, however, that any one in the case of the aforementioned conditions may provided in clauses (iv), (v) and (viii), such condition needs not be waived or modified satisfied if the Issuer has obtained written notification from each applicable Rating Agency that there will be no Ratings Effect with respect to any Outstanding tranche of Notes as a condition precedent to any new result of the issuance of a Series, Class or Tranche the applicable tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyNotes. (bc) The Issuing Entity Issuer and the Indenture Trustee will are not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, class or tranche. (a) The applicable terms document for each tranche of Class or TrancheA Notes will specify a Required Subordinated Amount of Class B Notes and Class C Notes, and the applicable terms document for each tranche of Class B Notes will specify a Required Subordinated Amount of Class C Notes. In additionFor senior classes of Discount Notes, the Issuing Entity agrees applicable terms document will specify the Required Subordinated Amount that must be maintained while such Discount Notes are outstanding. (b) With respect to provide notice senior classes of new issuances non Discount Notes of Seriesa multiple issuance series, Classes or Tranches the Class A Required Subordinated Amount on its issuance date of Class B Notes as may will be required by an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class A Notes, and the Class A Required Subordinated Amount on its issuance date of Class C Notes will be an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class A Notes. The Class B Required Subordinated Amount on its issuance date of Class C Notes will be an amount equal to __% of the Initial Dollar Principal Amount of that tranche of Class B Notes. With respect to senior classes of Discount Notes, the Required Subordinated Amount will be stated in accordance with Item 1121(a)(14) of Regulation ABthe applicable terms document. (c) There are no restrictions on The Issuer may change these percentage amounts at any time without the timing or amount consent of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, Noteholders so long as the conditions described in subsection 3.10(a) are met or waived. As of Issuer has received confirmation from the date of Rating Agencies that have rated any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and series that the change in the Required Subordinated Amount will be equally and ratably entitled not result in a Ratings Effect with respect to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other any Outstanding Notes of in that Class or Tranche without preference, priority or distinctionseries.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes series, classes or tranches of any Series, Class or TrancheNotes, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fourth Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer gives the Trustee and the Rating Agencies written notice of the issuance; (ii) the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes;; 44 (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust corporate power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; and (E) such other matters as the Trustee may reasonably request; (iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; provided, however, that if the Threshold Conditions are satisfied, the Issuer at its option, will not be required to deliver such opinions; (iv) on or before as of the date that of the new issuance is and after giving effect to occurthe new issuance, the Issuing Entity Weighted Average Interest Rate with respect to all tranches of Outstanding Notes of that Group will not be greater than [14]% per annum ; provided, however that the Issuer may change this percentage if it has received written confirmation from the applicable Rating Agencies that such change will not have a Ratings Effect on any Outstanding Notes; (v) at the time of the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency: 45 Note Rating ------------------------ ----------------------------------------- Class A AAA or its equivalent for long- term Notes, or A-1+/P-1 or its equivalent for commercial paper Notes Class B A or its equivalent Class C BBB or its equivalent (vi) no Amortization Event as defined in the Pooling and Servicing Agreement with respect to the Collateral Certificate will have occurred and be continuing as of the date of the new issuance; (vii) in the case of a new issuance of a tranche of foreign currency Notes or floating rate Notes with an interest rate based on an index other than the London interbank offered rate, the prime or base rate of a Bank or another major money center bank, the federal funds rate or the Treasury xxxx rate, the Issuer will have obtained written confirmation from each Note the applicable Rating Agency Agencies that the such new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (vviii) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiiix) in the case of the issuance of a tranche of Notes of a Multiple Issuance Series, the conditions specified in this Section 3.10 or in Section 3.11 Sections 312 and 313, as applicable, are satisfied; and (ixx) any other conditions specified in the applicable Indenture Supplementterms document; provided, however, that any one in the case of the aforementioned conditions may provided in clauses (iv) and (v), such conditions need not be waived or modified as a condition precedent satisfied with respect to any new the issuance of a Series, Class or Tranche of any Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of the issuance of those Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Tranches of Notes (including additional Notes of any an Outstanding Tranche) to be included in the Card Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiii) if the issuance of Notes results in an increase in the case targeted deposit amount of Foreign Currency any Class C Reserve sub-Account of a Tranche of Class C Notes or any Class D Reserve sub-Account of a Tranche of Class D Notes, on such issuance date the Issuing Entity will Issuer shall have appointed one funded such increase with a cash deposit to such Class C Reserve sub-Account or more Paying Agents in the appropriate countriesClass D Reserve sub-Account, as applicable; (viiiiii) unless the Threshold Conditions with respect to the related Class of Notes have been satisfied, the conditions specified in this Section 3.10 or in Section 3.11 310 of the Indenture, as applicable, are satisfied; (iv) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class B Notes in the Card Series must be at least equal to the Class A Available Subordinated Amount of Class B Notes for all Class A Notes in the Card Series; (v) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class C Notes in the Card Series must be at least equal to the sum of (x) the aggregate Class A Available Subordinated Amount of Class C Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes equal to zero and (y) the aggregate Class B Available Subordinated Amount of Class C Notes for all Class B Notes in the Card Series; (vi) immediately after giving effect to such issuance, the Nominal Liquidation Amount of the Class D Notes in the Card Series must be at least equal to the greater of (A) the sum of (x) the aggregate Class A Available Subordinated Amount of Class D Notes for all Class A Notes in the Card Series with a Required Subordinated Amount of Class B Notes of zero and (y) the aggregate Class B Available Subordinated Amount of Class D Notes for all Class B Notes in the Card Series and (B) the aggregate Class C Available Subordinated Amount of Class D Notes for all Class C Notes in the Card Series; and (ixvii) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Trancherelated Terms Document. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.[END OF ARTICLE II]

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occuroccur (other than any issuances occurring on the Closing Date), the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that that, based on the facts known to such officer at the time of such certification, the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, to the effect that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture TrusteeTrustee or its agent, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action Action at law or in equity) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of NotesOutstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms Document;Supplement; and (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency that the new issuance will not have Agencies a Ratings Effect on any Outstanding Notes issued prior Master Trust Tax Opinion and an Issuer Tax Opinion with respect to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity an Issuer Certificate or or, on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or and Tranche of Notes; (vi) no Pay Out Event as defined in the Pooling and Servicing Agreement as supplemented by the Series 2005-CC Supplement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of Foreign Currency Notes, the Issuing Entity Note Rating Agencies will have appointed one or more Paying Agents in the appropriate countriesprovided written confirmation that such issuance will not cause a Ratings Effect; (viii) the conditions specified in this Section 3.10 or in Section 3.11 are satisfied311; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notesmultiple issuance Series, so long as the conditions described in subsection 3.10(aSection 310 (a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, any applicable Issuer Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Note of such Notes Class or Tranche, as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction. Section 311. Specification of Credit Enhancement and other Terms with Respect to each Series, Class or Tranche. (a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will specify the terms of any Credit Enhancement with respect to such Series, Class or Tranche. (b) The Issuer may change the terms, amount or method of computing the amount of Credit Enhancement for any Series, Class or Tranche of Notes at any time (including a change that would reduce the aggregate amount of Credit Enhancement for any such Series, Class or Tranche of Notes), without the consent of any Noteholders, so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of the Series to which such Notes belong that such change will not cause a Ratings Effect with respect to any Outstanding Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such change. [END OF ARTICLE III]

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class Series or TrancheClass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee , the Agents and each Note the Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will shall not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Series or Class or Tranche of NotesOutstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; and (E) such other matters as the Indenture Trustee may reasonably request; (iii) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee and each Terms Documentthe Rating Agencies a Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Series, Class or Tranche Classes of Notes; (viiv) in the case of Foreign Currency foreign currency Notes, the Issuing Entity will Issuer shall have appointed one or more Paying Agents in the appropriate countries; (viiivi) the Rating Agencies have provided written confirmation that such issuance shall not have a Ratings Effect; (vii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ixviii) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Series or Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there shall be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will shall not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Series or Class or Tranche to issue any additional Notes of any Series, Class Series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABClass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notesmultiple issuance Series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an 37 Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Collateral Amount of that Class or Tranche will shall be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative an Enhancement Agreement, the Issuing Entity will Issuer shall enter into a Derivative an Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, interest funding sub-account and if applicable, the Class C Reserve Account, will principal funding sub-account shall be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will shall be identical in all respects to the other Outstanding Notes of that Class or Tranche and will shall be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Seriesseries, Class class or Tranchetranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third [fourth] Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; and (E) such other matters as the Indenture Trustee may reasonably request; (iii) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each Note Rating Agency that delivered to the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior Trustee an Indenture Supplement and terms document relating to May 22the applicable series, 2012 that are rated by such Note Rating Agencyclass and tranche of Notes; (v) no Pay Out Event as defined in the case of Bearer Notes, such Notes shall Pooling and Servicing Agreement or Series 2001-__ Pay Out Event as defined in the Series 2001-__ Supplement will have occurred and be described continuing as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notesdate of the new issuance; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (vii) the Note Rating Agencies have provided written confirmation that such amendment will not have a Ratings Effect; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are ----------- satisfied; and (ix) any other conditions specified herein in the applicable Indenture SupplementSupplement or terms document; provided, however, that any one of the aforementioned conditions (other than -------- ------- clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Seriesseries, Class class or Tranche tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche tranche of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, sub-Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche tranche without preference, priority or distinction. Section 311. Specification of Required Subordinated Amount and other ------------------------------------------------------- Terms with Respect to each Tranche. ---------------------------------- (a) The applicable Indenture Supplement or terms document for each tranche of Notes will specify a Required Subordinated Amount of each subordinated class of Notes, if any. (b) The Issuer may change the Required Subordinated Amount for any tranche of Notes at any time without the consent of any Noteholders so long as the Issuer has [(i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of that series that the change in the Required Subordinated Amount will not result in a Ratings Effect with respect to any Outstanding Notes in that series and (ii)] delivered to the Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion. Section 312. Reallocation Groups. Available Funds and other specified ------------------- amounts allocated to each series in a Reallocation Group shall be reallocated to cover interest and expenses related to each series in such Reallocation Group as specified in each related Indenture Supplement. The reallocation provisions of the Indenture Supplement for each series in the same Reallocation Group are required to be identical in all material respects.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Seriesseries, Class class or Tranchetranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fourth Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer gives the Trustee and the Rating Agencies written notice of the issuance; (ii) the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; and (E) such other matters as the Trustee may reasonably request; (iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; provided, however, that if the Threshold Conditions are satisfied, the Issuer at its option, will not be required to deliver such opinions; (iv) either (A) all of the following conditions are met: (1) such Notes are denominated in Dollars; (2) the interest rate applicable to such Notes is either a fixed rate of interest, or a floating rate of interest based on or before the date that the new issuance is to occurLondon interbank offered rate, the Issuing Entity will have obtained prime or base rate of a Bank or another major money center bank, the federal funds rate or the Treasury xxxx rate, or another interest rate index with respect to which the Issuer has received written confirmation from each Note the applicable Rating Agency Agencies that the new issuance of Notes with an interest rate based on such interest rate index will not have a Ratings Effect on any Outstanding Notes; (3) if the Notes issued prior of the new issuance will have the benefit of a Derivative Agreement, with respect to May 22the form of such Derivative Agreement and the applicable Derivative Counterparty, 2012 the Issuer has received written confirmation from the applicable Rating Agencies that are rated entering into such Derivative Agreement on such form and with such Derivative Counterparty will not have a Ratings Effect on any Outstanding Notes; (4) the Legal Maturity Date of such Notes is no more than 14 years after the date of issuance of such Notes; and (5) any other conditions specified by a Rating Agency to the Issuer in writing; or (B) the Issuer obtains written confirmation from the applicable Rating Agencies that the issuance of such Note Rating AgencyNotes will not have a Ratings Effect on any Outstanding Notes; (v) in either (A) at the case time of Bearer the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency: Class A AAA or its equivalent for long- term Notes, such or A-1+/P-1 or its equivalent for commercial paper Notes shall Class B A or its equivalent Class C BBB or its equivalent or (B) the Issuer has obtained written confirmation from each Rating Agency that there will be described no Ratings Effect with respect to any Outstanding Notes as in section 163(f)(2)(B) a result of the Internal Revenue Code and such section shall apply to such issuance of those Notes; (vi) on or before no Amortization Event as defined in the Pooling and Servicing Agreement with respect to the Collateral Certificate will have occurred and be continuing as of the date that of the new issuance is to occurissuance, and no event which, with the Issuing Entity passage of time, would constitute an Amortization Event described in Section 9.01(e) of the Pooling and Servicing Agreement will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before occurred and be continuing as of the date that of the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notesissuance; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) in the case of the issuance of Notes of a tranche of a Multiple Issuance Series, the conditions specified in this Section 3.10 or in Section 3.11 Sections 312 and 313, as applicable, are satisfied; (ix) if the issuance of Notes results in an increase in the targeted deposit amount of any Class C Reserve sub-Account of a tranche of Class C Notes of a Multiple Issuance Series, the Issuer will have funded such increase with a cash deposit to such Class C Reserve sub-Account; and (ixx) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agencyterms document. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue a new Notes series, class or tranche of any Series, Class or TrancheNotes, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third [fourth] Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer gives the Indenture Trustee and the Note Rating Agencies written notice of the issuance; (ii) the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; and (E) such other matters as the Indenture Trustee may reasonably request; (iii) on or before the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each Note Rating Agency that delivered to the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior Trustee an Indenture Supplement and terms document relating to May 22the applicable series, 2012 that are rated by such Note Rating Agencyclass and tranche of Notes; (v) no Pay Out Event as defined in the case of Bearer Notes, such Notes shall Pooling and Servicing Agreement or Series 2001-__ Pay Out Event as defined in the Series 2001-__ Supplement will have occurred and be described continuing as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notesdate of the new issuance; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiivii) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are ----------- satisfied; and (ixviii) any other conditions specified herein in the applicable Indenture SupplementSupplement or terms document; provided, however, that any one of the aforementioned conditions (other than -------- ------- clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Seriesseries, Class class or Tranche tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or tranche. Section 311. Specification of Required Subordinated Amount and other ------------------------------------------------------- Terms with Respect to each Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes ---------------------------------- (a) The applicable Indenture Supplement or Tranches terms document for each tranche of Notes as may be required by and in accordance with Item 1121(a)(14) will specify a Required Subordinated Amount of Regulation ABeach subordinated class of Notes, if any. (cb) There are no restrictions on The Issuer may change the timing or amount Required Subordinated Amount for any tranche of Notes at any time without the consent of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, Noteholders so long as the conditions described Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of that series that the change in subsection 3.10(athe Required Subordinated Amount will not result in a Ratings Effect with respect to any Outstanding Notes in that series and (ii) are met or waiveddelivered to the Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion. As Section 312. Reallocation Groups. Available Funds and other specified ------------------- amounts allocated to each series in a Reallocation Group shall be reallocated to cover interest and expenses related to each series in such Reallocation Group as specified in each related Indenture Supplement. The reallocation provisions of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, Indenture Supplement for each series in the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased same Reallocation Group are required to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinctionmaterial respects.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occuroccur (other than any issuances occurring on the Closing Date), the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that that, based on the facts known to such officer at the time of such certification, the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, to the effect that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture TrusteeTrustee or its agent, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action Action at law or in equity) and are entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of NotesOutstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms Document;Supplement; and (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency that the new issuance will not have Agencies a Ratings Effect on any Outstanding Notes issued prior Master Trust Tax Opinion and an Issuer Tax Opinion with respect to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity an Issuer Certificate or or, on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or and Tranche of Notes; (vi) no Pay Out Event as defined in the Pooling and Servicing Agreement as supplemented by the Series 2005-CC Supplement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of Foreign Currency Notes, the Issuing Entity Note Rating Agencies will have appointed one or more Paying Agents in the appropriate countriesprovided written confirmation that such issuance will not cause a Ratings Effect; (viii) the conditions specified in this Section 3.10 or in Section 3.11 are satisfied311; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notesmultiple issuance Series, so long as the conditions described in subsection 3.10(aSection 310 (a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, any applicable Issuer Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Note of such Notes Class or Tranche, as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction. Section 311. Specification of Credit Enhancement and other Terms with Respect to each Series, Class or Tranche. (a) The applicable Indenture Supplement for each Series, Class or Tranche of Notes will specify the terms of any Credit Enhancement with respect to such Series, Class or Tranche. (b) The Issuer may change the terms, amount or method of computing the amount of Credit Enhancement for any Series, Class or Tranche of Notes at any time (including a change that would reduce the aggregate amount of Credit Enhancement for any such Series, Class or Tranche of Notes), without the consent of any Noteholders, so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated any Outstanding Notes of the Series to which such Notes belong that such change will not cause a Ratings Effect with respect to any Outstanding Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such change. [END OF ARTICLE III]

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel, that all laws and requirements with respect to the Most Recent Quarterly Filing Date that execution and delivery by the Issuing Entity Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that if any additional conditions to the new issuance is are specified in writing by a Note Rating Agency to occurthe Issuer, either (A) the Issuing Entity will have obtained written Issuer satisfies such conditions or (B) the Issuer obtains confirmation from each the applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval from each Note Rating Agency. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new additional Notes of any Seriesan existing series, Class class or Tranchesubclass or issue a new series of Notes, so long as the following conditions precedent of issuance are satisfied or waivedmet: (i) on or before the third tenth Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance of Notes is to occur, the Issuing Entity Issuer or the Administrator gives the Indenture Trustee and the Note Rating Agencies written notice of the issuance, which notice may be waived by the recipient; (ii) the Issuer or the Administrator on its behalf delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate stating that the Issuer or the Administrator reasonably believes, based on the facts known to such officer at the effect thattime of such certification: (A) the Issuing Entity reasonably believes that the new issuance will not at the time of its occurrence cause an Adverse Effect on Early Redemption Event or Event of Default under any Outstanding series of Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder under the Indenture for the Indenture Trustee to authenticate and deliver such the Notes;; and (C) the form and terms of such the Notes have been established in conformity with the provisions of this the Indenture; and (D) the Issuing Entity has addressed any other matters as the Indenture Trustee may reasonably request;. (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered Issuer or the Administrator on its behalf delivers to the Indenture Trustee and each the Note Rating Agency an Agencies a Master Trust Tax Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled respect to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentnew issuance; (iv) the Issuer or the Administrator on or before its behalf delivers to the date that Indenture Trustee and the Note Rating Agencies a Master Owner Trust Tax Opinion with respect to the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) each of the Internal Revenue Code Note Rating Agency Condition and such section the Certificate Rating Agency Condition shall apply have been satisfied with respect to such Notesnew issuance, and, if the new issuance of Notes is to be sold in a public offering, the new Notes are rated investment grade by at least one nationally recognized statistical rating organization; (vi) on or before the date that the new issuance is after giving effect to occursuch issuance, the Issuing Entity will have delivered Seller’s Invested Amount is at least equal to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of NotesMinimum Seller’s Invested Amount; (vii) in no Early Amortization Event with respect to any Investor Certificate has occurred and is continuing as of the case date of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countriesnew issuance; (viii) no Early Redemption Event with respect to any series of Notes has occurred and is continuing as of the conditions specified in this Section 3.10 or in Section 3.11 are satisfieddate of the new issuance; and (ix) any other conditions specified in the applicable related Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencySupplement are satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche Securityholders to issue any additional Notes or Certificates of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notesclass, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche class of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche class will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche class of Notes that has the benefit of a Derivative Enhancement Agreement, the Issuing Entity Issuer will enter into a Derivative Enhancement Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding Sub-Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche class will be identical in all respects to the other Outstanding Notes of that Class or Tranche class and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche class without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class series or Trancheclass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will shall not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class series or Tranche of Notesclass Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; (iii) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee and each Terms Documentthe Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class or Tranche series and class of Notes; (viiv) no Trust Pay Out Event as defined in the case of Foreign Currency Notes, the Issuing Entity will have appointed one Pooling and Servicing Agreement or more Paying Agents Series 2004-MC Pay Out Event as defined in the appropriate countriesSeries 2004-MC Supplement shall have occurred and be continuing as of the date of the new issuance; (viiivi) the Note Rating Agencies have provided written confirmation that such issuance shall not have a Ratings Effect; (vii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ixviii) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class series or Tranche class of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will shall not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class series or Tranche class to issue any additional Notes of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class series or Trancheclass, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will shall not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class series or Tranche of Notesclass Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement Supplement; (iii) on or before the date that the new issuance is to occur, the Issuer shall have delivered to the Indenture Trustee and each Terms Documentthe Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; (iv) on or before the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes Issuer shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class or Tranche series and class of Notes; (v) no Trust Pay Out Event as defined in the Pooling and Servicing Agreement or Series 2004-MC Pay Out Event as defined in the Series 2004-MC Supplement shall have occurred and be continuing as of the date of the new issuance; (vi) on the issuance date, after giving effect to such issuance, the Transferor Interest (as defined in the Pooling and Servicing Agreement) will at least equal the Minimum Transferor Interest (as defined in the Series 2004-MC Supplement). (vii) in the case of Foreign Currency Notes, the Issuing Entity will Note Rating Agencies have appointed one or more Paying Agents in the appropriate countriesprovided written confirmation that such issuance shall not have a Ratings Effect; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ix) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iii) and (iv)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class series or Tranche class of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will shall not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class series or Tranche class to issue any additional Notes of any Series, Class series or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABclass. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Seriesseries, Class class or Tranchetranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fourth Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer gives the Trustee and the Rating Agencies written notice of the issuance; (ii) the Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and; (D) all laws and requirements with respect to the Issuing Entity has addressed any other matters as execution and delivery by the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing DateIssuer of such Notes have been complied with, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, each Indenture Supplement and each Terms Documentterms document; and (E) such other matters as the Trustee may reasonably request; (iii) the Issuer will have delivered to the Trustee and the Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance; provided, however, that if the Threshold Conditions are satisfied, the Issuer at its option, will not be required to deliver such opinions; (iv) either (A) all of the following conditions are met: (1) such Notes are denominated in Dollars; (2) the interest rate applicable to such Notes is either a fixed rate of interest, or a floating rate of interest based on or before the date that the new issuance is to occurLondon interbank offered rate, the Issuing Entity will have obtained prime or base rate of a Bank or another major money center bank, the federal funds rate or the Treasury xxxx rate, or another interest rate index with respect to which the Issuer has received written confirmation from each Note the applicable Rating Agency Agencies that the new issuance of Notes with an interest rate based on such interest rate index will not have a Ratings Effect on any Outstanding Notes; (3) if the Notes issued prior of the new issuance will have the benefit of a Derivative Agreement, with respect to May 22the form of such Derivative Agreement and the applicable Derivative Counterparty, 2012 the Issuer has received written confirmation from the applicable Rating Agencies that are rated entering into such Derivative Agreement on such form and with such Derivative Counterparty will not have a Ratings Effect on any Outstanding Notes; (4) the Legal Maturity Date of such Notes is no more than 14 years after the date of issuance of such Notes; and (5) any other conditions specified by a Rating Agency to the Issuer in writing; or (B) the Issuer obtains written confirmation from the applicable Rating Agencies that the issuance of such Note Rating AgencyNotes will not have a Ratings Effect on any Outstanding Notes; (v) in either (A) at the case time of Bearer the new issuance, the Notes of the new issuance will be rated no lower than the following ratings categories by at least one nationally recognized Rating Agency: Note Rating --------- --------------------------------------- Class A AAA or its equivalent for long- term Notes, such or A-1+/P-1 or its equivalent for commercial paper Notes shall Class B A or its equivalent Class C BBB or its equivalent or (B) the Issuer has obtained written confirmation from each Rating Agency that there will be described no Ratings Effect with respect to any Outstanding Notes as in section 163(f)(2)(B) a result of the Internal Revenue Code and such section shall apply to such issuance of those Notes; (vi) on or before no Amortization Event as defined in the Pooling and Servicing Agreement with respect to the Collateral Certificate will have occurred and be continuing as of the date that of the new issuance is to occurissuance, and no event which, with the Issuing Entity passage of time, would constitute an Amortization Event described in Section 9.01(e) of the Pooling and Servicing Agreement will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before occurred and be continuing as of the date that of the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notesissuance; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) in the case of the issuance of Notes of a tranche of a Multiple Issuance Series, the conditions specified in this Section 3.10 or in Section 3.11 Sections 312 and 313, as applicable, are satisfied; (ix) if the issuance of Notes results in an increase in the targeted deposit amount of any Class C Reserve sub-Account of a tranche of Class C Notes of a Multiple Issuance Series, the Issuer will have funded such increase with a cash deposit to such Class C Reserve sub-Account; and (ixx) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agencyterms document. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (ca) There are no restrictions on With respect to senior classes of non-Discount Notes of a Multiple Issuance Series, and subject to clause (b): (i) the timing or Class A Required Subordinated Amount of Class B Notes will be an amount equal to 5.98291% of the Initial Dollar Principal Amount of that tranche of Class A Notes; (ii) the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 7.97721% of the Initial Dollar Principal Amount of that tranche of Class A Notes; and (iii) the Class B Required Subordinated Amount of Class C Notes will be an amount equal to 133.33333% of the Initial Dollar Principal Amount of that tranche of Class B Notes. With respect to senior classes of Discount Notes, the Required Subordinated Amount will be stated in the applicable terms document, subject to clause (b). (b) The Issuer may at any time without the consent of any Noteholder change the Required Subordinated Amounts of a Multiple Issuance Series, the method of calculating the available subordinated amount of any additional issuance of the Notes of an Outstanding Class or Tranche a series and the usage of the subordinated amount of the Notes of a Series of Notesseries, and make corresponding changes in this Indenture, so long as the conditions described in subsection 3.10(aIssuer has (i) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes received written confirmation from each Rating Agency that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of rated any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche series that such change will not result in a Ratings Effect with respect to any Outstanding Notes in that series and will be equally and ratably entitled (ii) delivered to the benefits of this Indenture Trustee and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinctionRating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third fifth Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or prior to the date that the new issuance is to occur, the Issuing Entity will have delivered Issuer delivers to the Indenture Trustee and each Note Rating Agency an Opinion Officer’s Certificate of Counselan Authorized Officer of the Issuer that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, dated the Most Recent Quarterly Filing Date that the Issuing Entity Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency Agencies an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the Collateral, a Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance; (v) on or prior to the date that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior is to May 22occur, 2012 that are rated by such the Note Rating AgencyAgency Condition is satisfied with respect to such issuance; (vvi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period; (vii) in the case of Bearer NotesNotes described in section 163(f)(2)(A) of the Internal Revenue Code, if such Notes are not in registered form (including by reason of a book-entry system described in Section 163(f)(3)), such Notes shall be described as in section 163(f)(2)(B4701(b)(1)(B) of the Internal Revenue Code and such section shall apply to such Notes; (viviii) on or before prior to the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) (i) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee Trustee, the Note Registrar and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee Trustee, the Note Registrar and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee and the Note Registrar conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee Note Registrar to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee or the Note Registrar may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee Trustee, the Note Registrar and each the Note Rating Agency Agencies an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture TrusteeNote Registrar, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of NotesOutstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms DocumentSupplement; (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee, the Note Registrar and the Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior Agencies an Issuer Tax Opinion with respect to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and the Note Registrar an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Series, Class or and Tranche of Notes; (viivi) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents paying agents in the appropriate countries; (vii) satisfaction of the Rating Agency Condition; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ix) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iv), (v) and (vi)) may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity Issuer has obtained approval from each Note satisfied the Rating AgencyAgency Condition with respect to the elimination or modification of such condition precedent. (b) The Issuing Entity and Issuer, the Indenture Trustee and the Note Registrar will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Tranche of a multiple issuance Series, so long as the conditions described in paragraph (a) are met. As of the date of any additional issuance of Notes of an Outstanding Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Tranche of Notes that has the benefit of a Derivative Agreement, the Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. The targeted deposits, if any, to the Principal Funding sub-Account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Tranche will be identical in all respects to the other Outstanding Notes of that Xxxxxxx and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement as the other Outstanding Notes of that Tranche without preference, priority or distinction. In addition, the Issuing Entity Issuer agrees to provide notice to the Transferor and the Servicer of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Issuer may issue new Notes of any Seriesseries, Class class or Tranchetranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity delivers to Issuer gives the Indenture Trustee and each the Note Rating Agency Agencies written notice of such new the issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not at the time of its occurrence or at a future date cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee and each the Note Rating Agency Agencies an Opinion of Counsel, dated which may be from internal counsel of the Most Recent Quarterly Filing Date Issuer, that all laws and requirements with respect to the Issuing Entity execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity Issuer and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ ' rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Seriesseries, Class class or Tranche of Notestranche Outstanding, subject to the terms of this Indenture, Indenture and each Indenture Supplement and each Terms DocumentSupplement; (iv) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have obtained written confirmation from each delivered to the Indenture Trustee and the Note Rating Agency that the new issuance will not have Agencies a Ratings Effect on any Outstanding Notes issued prior Master Trust Tax Opinion and an Issuer Tax Opinion with respect to May 22, 2012 that are rated by such Note Rating Agencyissuance; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document terms document relating to the applicable Class or Tranche series, class and tranche of Notes; (vi) no Pay Out Event as defined in the Pooling and Servicing Agreement or Series 2001‑D Pay Out Event as defined in the Series 2001‑D Supplement will have occurred and be continuing as of the date of the new issuance; (vii) in the case of Foreign Currency foreign currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries; (viii) the Note Rating Agencies have provided written confirmation that such issuance will not have a Ratings Effect; (ix) the conditions specified in this Section 3.10 herein or in Section 3.11 311 are satisfied; and (ixx) any other conditions specified herein in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions (other than clauses (iv) and (v)) may be waived eliminated or modified as a condition precedent to any new issuance of a Seriesseries, Class class or Tranche tranche of Notes if the Issuing Entity Issuer has obtained approval written confirmation from each Note Rating AgencyAgency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of a new issuance of Notes. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Seriesseries, Class class or Tranche tranche to issue any additional Notes of any Seriesseries, Class class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation ABtranche. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche tranche of a Series of Notesmultiple issuance series, so long as the conditions described in subsection 3.10(aparagraph (a) are met or waivedmet. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the The targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, principal funding sub-account will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche tranche without preference, priority or distinction. In addition, the Issuer agrees to provide notice of new issuances of series, classes or tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB.

New Issuances of Notes. (a) The Issuing Entity may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Certificate to the effect that: (A) the Issuing Entity reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Dateon or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated which may be from internal counsel, that all laws and requirements with respect to the Most Recent Quarterly Filing Date that execution and delivery by the Issuing Entity of such Notes have been complied with, the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the issue such Notes and when such Notes have been duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document; (iv) on or before the date that if any additional conditions to the new issuance is are specified in writing by a Note Rating Agency to occurthe Issuing Entity, either (A) the Issuing Entity will have obtained written satisfies such conditions or (B) the Issuing Entity obtains confirmation from each the applicable Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating AgencyNotes; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such Notes; (vi) on or before the date that the new issuance is to occur, the Issuing Entity will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Certificate or on or before the date that the new issuance is to occur, the Issuing Entity will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (vii) in the case of Foreign Currency Notes, the Issuing Entity will have appointed one or more Paying Agents in the appropriate countries; (viii) the conditions specified in this Section 3.10 herein or in Section 3.11 are satisfied; and (ix) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating Agency. (b) The Issuing Entity and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to such Notes as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.

New Issuances of Notes. (a) The Issuing Entity Unless otherwise specified in the related Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as the following conditions precedent are satisfied or waivedsatisfied: (i) on or before the third Business Day before a the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of such new issuance; (ii) on or prior to the date that the new issuance is to occur, the Issuing Entity Issuer delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity Issuer Certificate to the effect that: (A) the Issuing Entity Issuer reasonably believes that the new issuance will not cause an Adverse Effect on any Outstanding Notes; (B) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (C) the form and terms of such Notes have been established in conformity with the provisions of this Indenture; and (D) the Issuing Entity has addressed any such other matters as the Indenture Trustee may reasonably request; (iii) not later than three Business Days after each Most Recent Quarterly Filing Date, the Issuing Entity will have delivered to the Indenture Trustee and each Note Rating Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that the Issuing Entity has the trust power and authority to execute, deliver and perform its obligations under the Notes and when duly authorized and delivered by the Issuing Entity and, assuming due authentication and delivery by the Indenture Trustee, the Notes will constitute legal, valid and binding obligations of the Issuing Entity enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series, Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement and each Terms Document[RESERVED]; (iv) [RESERVED]; (v) on or before prior to the date that the new issuance is to occur, the Issuing Entity will have obtained written confirmation from each Note Rating Agency that the new issuance will not have a Ratings Effect on any Outstanding Notes issued prior to May 22, 2012 that are rated by such Note Rating Agency; (v) in the case of Bearer Notes, such Notes shall be described as in section 163(f)(2)(B) of the Internal Revenue Code and such section shall apply Condition is satisfied with respect to such Notesissuance; (vi) on or before as of the date that the new issuance is to occur, the Issuing Entity (i) Pool Balance as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor Amount as of the last day of the immediately preceding Monthly Period is equal to or greater than the Required Transferor Amount as of the last day of such Monthly Period; (vii) in the case of Bearer Notes issued to a United States Person that are “registration required obligations” as described in section 163(f)(2)(A) of the Internal Revenue Code, such Notes shall be issued in registered form for U.S. federal income tax purposes or shall be issued in accordance with section 4701(b)(1)(B) of the Internal Revenue Code; (viii) on or prior to the date that the new issuance is to occur, the Issuer will have delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuing Entity Issuer Certificate or on or before the date that the new issuance is to occur, the Issuing Entity Issuer will have executed with the Indenture Trustee a Terms Document relating to the applicable Class or Tranche of Notes; (viiix) in the case of Foreign Currency Notes, the Issuing Entity Issuer will have appointed one or more Paying Agents in the appropriate countries, if requested by the Indenture Trustee; (viiix) the conditions specified in this Section 3.10 herein or in Section 3.11 4.11 are satisfied; and (ixxi) any other conditions specified in the applicable Indenture Supplement; provided, however, that any one of the aforementioned conditions may be waived eliminated or modified as a condition precedent to any new issuance of a Series, Class or Tranche of Notes if the Issuing Entity has obtained approval from each Note Rating AgencyAgency Condition has been satisfied. (b) The Issuing Entity Issuer and the Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any additional Notes of any Series, Class or Tranche. In addition, the Issuing Entity agrees to provide notice of new issuances of Series, Classes or Tranches of Notes as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) There are no restrictions on the timing or amount of any additional issuance of Notes of an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in subsection 3.10(a4.10(a) are met or waived. As of the date of any additional issuance of Notes of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to reflect the principal amount of the additional Notes. If the additional Notes are a Class or Tranche of Notes that has the benefit of a Derivative Agreement, the Issuing Entity Issuer will enter into a Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes are a Class or Tranche of Notes that has the benefit of any Supplemental Credit Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing Entity Issuer will enter into a Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to the Interest Funding Account, the Principal Funding Account, and if applicable, the Class C Reserve any applicable Issuer Account, will be increased proportionately to reflect the principal amount of the additional Notes. When issued, the additional Notes of a Class or Tranche will be identical in all respects to the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to the benefits of this the Indenture and the related Indenture Supplement applicable to the previously issued Notes of such Notes Tranche as the other Outstanding Notes of that Class or Tranche without preference, priority or distinction.