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

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders Holder of the any Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the other Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes but with prior notice from the Administrator to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders Noteholder of the any Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the other Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct any manifest error with in the terms of this Indenture as compared to the terms expressly set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders but with prior notice from the NotesAdministrator to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior Noteholder whose written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturehas not been obtained.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in any other provision of this Indenture to the contraryIndenture, no supplemental indenture supplement (other than any supplement made pursuant to Section 9.01(a)(viii) above) shall be effective without unless the prior written consent Swap Counterparty, if any, consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Asset Representations Reviewer Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no responsibility for determining whether any supplemental indenture would adversely modify material adverse effect on the amount or timing interests of distributions to be made to the Asset Representations Reviewer under this IndentureSwap Counterparty, if any.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior written notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (iib) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iiic) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to replace the Reserve Account with another form of credit enhancement; provided that the Rating Agency Condition is satisfied; (f) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vig) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (viih) to reflect any change in General Electric Company’s fiscal calendar, so long as the Issuer provides an Officer’s Certificate to the Indenture Trustee certifying that such amendment will not adversely affect in any material respect the interests of the Noteholders; or (i) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Insurer and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be he expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Insurer and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (which notice shall be given pursuant to Section 11.21), the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; provided further, that such replacement is not prohibited by Regulation RR; (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid amend the application “Specified Spread Account Balance” definition in a manner that results in an increase in the amounts required to be on deposit in the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeSpread Account pursuant to such definition; provided, that such amendment is not prohibited by Regulation RR. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of Notes but with prior written notice to the NotesRating Agencies (which notice shall be given pursuant to Section 11.21), enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) action shall not, as evidenced by an Officer’s Certificate of the Servicer stating that the amendment will not materially and Seller, adversely affect in any material respect the interest interests of any Noteholder. A supplemental indenture shall be deemed not to adversely affect in any material respect the interests of any Class of Notes if the Rating Agency Condition has been satisfied with respect to such supplemental indenture for such Class of Notes. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture[Reserved].

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity The Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, without the consent of the Holders of any Notes, with prior written notice to the Rating Agencies and the Administrator, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or to make add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions with respect to matters or questions arising under of this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIndenture; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that (viiii) to correct no such supplemental indenture may materially adversely affect the interests of any manifest error with the terms Noteholder, and (ii) no such supplemental indenture will be permitted unless an Opinion of this Indenture as compared Counsel is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Treasury Regulations Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Opinion of Counsel to that effect or (or other interpretive guidanceii) issued under Section 385 of the CodeRating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders but with prior notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with the prospectus, the prospectus supplement or any other disclosure document prepared in connection with the offering of the Notes, any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders but with prior notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (which notice shall be given pursuant to Section 11.21), the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid amend the application “Specified Spread Account Balance” definition in a manner that results in an increase in the amounts required to be on deposit in the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeSpread Account pursuant to such definition. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of Notes but with prior written notice to the NotesRating Agencies (which notice shall be given pursuant to Section 11.21), enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) action shall not, as evidenced by an Officer’s Certificate of the Servicer stating that the amendment will not materially and Seller, adversely affect in any material respect the interest interests of any Noteholder. A supplemental indenture shall be deemed not to adversely affect in any material respect the interests of any Class of Notes if the Rating Agency Condition has been satisfied with respect to such supplemental indenture for such Class of Notes. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture[Reserved].

Supplemental Indentures Without Consent of Noteholders. (a) Without The Issuer, the Guarantor and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of any the Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into hereto for one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject evidence a successor to the lien of Issuer as obligor or to the Guarantor as guarantor under this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iiib) to add to the covenants of the Issuing Entity, Issuer or the Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Guarantor in this Indenture or in the Notes; (c) to add Events of Default for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (ivd) to conveyamend or supplement any provisions of this Indenture; provided, transfer, assign, mortgage that no amendment or pledge supplement shall materially adversely affect the interests of the Holders of any property Notes then outstanding; (e) to secure the Notes; (f) to provide for the acceptance of appointment of a successor Trustee or with facilitate the administration of the trusts under this Indenture by more than one Trustee; (vg) to provide for rights of Holders of Notes if any consolidation, merger or sale of all or substantially all of property or assets of the Issuer and the Guarantor occurs; (h) to cure any ambiguity, to correct defect or supplement any provision herein or inconsistency in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, this action shall not adversely affect the interests of the Holders of the NotesNotes in any material respect; (vii) to evidence and provide for the acceptance issuance of Additional Notes in accordance with the appointment hereunder by a successor trustee with respect limitations set forth in this Indenture; (j) to the Notes and to add to or change supplement any of the provisions of this Indenture as shall be to the extent necessary to permit or facilitate the administration defeasance and discharge of any of the trusts hereunder by more than one trusteeNotes; provided, pursuant to that the requirements action shall not adversely affect the interests of Article VI;the Holders of the Notes in any material respect; or (viik) to modify, eliminate or add to conform the provisions text of this Indenture Indenture, the Guarantee or the Notes to such extent as shall be necessary to effect any provision of the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms description thereof set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Prospectus to the Notes extent that such provision in the Prospectus was intended to be a verbatim recitation of a provision in this Indenture, the Guarantee or the Notes. Upon the written request of the Treasury Regulations (or other interpretive guidance) issued under Section 385 Issuer, accompanied by a copy of the Code. The Indenture resolutions of the General Partner authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantor and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also Trustee without the consent of the Holders of any of the Holders of Notes at the Notestime outstanding, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any NoteholderSection 9.02 hereof. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Note Insurer and prior notice to the Rating AgenciesAgencies and the Note Insurer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Note Insurer and prior notice to the Rating Agencies and the Note Insurer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, Noteholders or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders, but with prior notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity The Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, without the consent of the Holders of any Notes, with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or to make add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions with respect to matters or questions arising under of this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIndenture; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that (viiii) to correct no such supplemental indenture may materially adversely affect the interests of any manifest error with the terms Noteholder, and (ii) no such supplemental indenture will be permitted unless an Opinion of this Indenture as compared Counsel is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Treasury Regulations Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Opinion of Counsel to that effect or (or other interpretive guidanceii) issued under Section 385 of the CodeRating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any holders of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders holders of the Notes;; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Administrator, on behalf of the Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders holders of the NotesNotes but upon satisfying the Rating Agency Condition, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of Indenture, including modifying in any manner the rights of the Holders holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any holder of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any NoteholderNotes. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an opinion of counsel of the Issuer that entering into such indenture supplement will not (viiiA) to correct have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth Noteholders and (B) adversely affect in any material respect the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes interests of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeCertificateholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this The Issuer and the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of providing for the issuance of one or more additional Classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificate issued on the Closing Date pursuant to the contraryOwner Trust Agreement are entitled; provided, no supplemental indenture however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder or (ii) cause the Issuer to be subject to an entity level tax. Each such Class of Notes shall be effective without the prior written consent a non-recourse obligation of the Asset Representations Reviewer if Issuer and shall be entitled to interest and principal in such amounts, and to such security for the supplemental indenture would adversely modify repayment thereof, as shall be specified in such amendment or amendments. Promptly after the amount execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or timing the creation of distributions a new Indenture and the issuance of the related Class or Classes of Notes, the Issuer shall require the Indenture Trustee to be made give notice to the Asset Representations Reviewer Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such amendment. Any failure of the Indenture Trustee to provide such notice as is required under this Indenture. The Indenture Trustee paragraph, or any defect therein, shall have no responsibility for determining whether not, however, in any supplemental indenture would adversely modify way impair or affect the amount validity of such amendment or timing any Class of distributions to be made to the Asset Representations Reviewer under this IndentureNotes issued pursuant thereto.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially -------- adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice by the Issuing Entity to the Rating Agencies, the Issuing Entity Entity, the Grantor Trust and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person subject additional property to the Issuing EntityLien of this Indenture, and provided that in the assumption by any such successor case of this clause (ii), the consent of the covenants of the Issuing Entity herein and in the Notes containedCertificateholders shall be required; (iii) to add to the covenants of the Issuing EntityEntity or the Grantor Trust, for the benefit of the Holders of the Notes, Securityholders or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make in the Prospectus or any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesTransaction Document; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with , and the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture TrusteeGrantor Trust and, when authorized by an Issuing Entity Order, the Indenture Trustee, may, also without the consent of any of the Holders of Noteholders but with prior written notice by the NotesIssuing Entity to the Rating Agencies, at any time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.1 would not cause either of the Issuing Entity or the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes. (d) The Owner Trustee and the Grantor Trust Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Owner Trustee’s or the Grantor Trust Trustee’s rights, duties, immunities, indemnities or liabilities under this Indenture. No amendment which adversely affects the rights, duties, indemnities, immunities or liabilities of the Owner Trustee or the Grantor Trust Trustee under this Agreement shall be effective without its prior written consent. (e) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes Notes, but with prior notice to the Rating AgenciesAgencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld and so long as no Enhancer Default exists), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesEnhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Enhancer (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of Rating Agencies and the NotesEnhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and upon receipt by the Indenture Trustee of an Opinion of Counsel, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISix; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; and (viii) to correct any manifest error with elect into the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 FASIT provisions of the Code, provided an Opinion of Counsel to the effect that such election will not adversely affect the Noteholders, is delivered to the Issuer and Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution exemption of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Insurer and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be he expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to shall join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders Noteholders but with the consent of the NotesInsurer and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make add any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice made available to the Rating Agencies by the Administrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholderis satisfied with respect to each Rating Agency. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: Indenture subject to the satisfaction of one of the following conditions: (i) satisfaction the Issuer delivers an Opinion of the Rating Agency Condition Counsel or (ii) an Officer’s Certificate of to the Servicer stating Indenture Trustee to the effect that the such amendment will not materially and adversely affect the interest interests of any Noteholder.the Noteholders; or (cii) Notwithstanding anything in this Indenture the Rating Agency Condition is satisfied (other than with respect to the contraryS&P, no supplemental indenture shall be effective without the prior written consent but with satisfaction of the Asset Representations Reviewer Rating Agency Notification with respect to S&P if the supplemental indenture would adversely modify the amount or timing S&P is rating any Outstanding Class of distributions Notes) with respect to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturesuch action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuing Entity to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of the any of the Holders of Notes but with prior written notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the consent of the Insurer and upon the satisfaction of the Rating AgenciesAgency Condition, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be he expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Insurer and upon satisfaction of the Rating Agency Condition, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes Notes, but with prior notice to the Rating AgenciesAgencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld), unless an Enhancer Default shall have occurred, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesEnhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Enhancer (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of Rating Agencies and the NotesEnhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgencies and the written consent of the Credit Enhancer (which consent shall not be unreasonably withheld), unless an Enhancer Default shall have occurred, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNotes or the Credit Enhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the NotesNotes or the Credit Enhancer; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (viiviii) to increase the Maximum Variable Funding Balance with the written consent of the Credit Enhancer; or (ix) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such supplemental indenture shall be entered into unless the terms Indenture Trustee and the Credit Enhancer shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders, including any Adverse REMIC Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies and with the consent of the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Credit Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNotes or the Credit Enhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error, or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or herein, in any supplemental indenture or in the Prospectus Supplement; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the NotesNotes or the Credit Enhancer; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Credit Enhancer or (ii) cause the Issuer to be subject to an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholderentity level tax. (c) Notwithstanding anything in this The Issuer and the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of providing for the issuance of one or more additional classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificates issued on the Closing Date pursuant to the contraryTrust Agreement are entitled; provided, no however, that such action shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. Each such class of Notes shall be a non-recourse obligation of the Issuer and shall be entitled to interest and principal in such amounts, and to such security for the repayment thereof, as shall be specified in such amendment or amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or the creation of a new indenture and the issuance of the related class or classes of Notes, the Issuer shall require the Indenture Trustee to give notice to the Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such amendment. Any failure of the Indenture Trustee to provide such notice as is required under this paragraph, or any defect therein, shall not, however, in any way impair or affect the validity of such amendment or any class of Notes issued pursuant thereto. Unless the Credit Enhancer agrees in writing, (i) any classes of Notes issued pursuant to a supplemental indenture shall not be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made entitled to the Asset Representations Reviewer under this Indenture. The Indenture Trustee insurance provided by the Credit Enhancement Instrument and (ii) the Holders of any such classes of Notes shall be entitled only to such distributions or a portion of such distributions as the Holders would have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing received as Holders of distributions to be made to the Asset Representations Reviewer under this IndentureCertificates.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Notes but with prior written notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice by the Issuer to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture indenture, in the Transaction Documents or in the Prospectus or to make add any other provisions with respect to matters or questions arising under this Indenture or Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) [reserved]; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes Indenture Trustee, a co-Indenture Trustee or a separate Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts trust hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI;Six; and (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes and with prior notice by the Issuer to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenturewhich will not be inconsistent with other provisions of the Indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders Noteholders or adversely affect the rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement, or modify or impair the ability of the NotesIssuer to fully perform any of its obligations under any Interest Rate Swap Agreement (and, so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct add, delete or modify any manifest error with provisions necessary or advisable to allow the terms Receivables to be derecognized by MMCA under GAAP or to allow the Issuer to avoid becoming a member of this Indenture MMCA's consolidated group under GAAP; provided, however, that (i) such action shall not, as compared to evidenced by an Opinion of Counsel, adversely affect in any material respect the terms set forth in the Final Prospectus; or (ix) to further prevent interests of any Noteholder or help avoid the application to the Notes of the Treasury Regulations Swap Counterparty, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or other interpretive guidance) issued under Section 385 any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of the Codeany Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.; (b) The Issuing Entity and Notwithstanding anything contained herein to the contrary, this Indenture Trusteemay be amended by the parties hereto, when authorized by an Issuing Entity Orderwhose consent to so amend this Indenture will not be unreasonably withheld, may, also but without the consent of any Noteholders, to add, modify or eliminate such provisions as may be necessary or advisable in order to enable: (a) the transfer to the Issuer of all or any portion of the Holders Receivables to be derecognized by MMCA under GAAP, (b) the Issuer to avoid becoming a member of MMCA's consolidated group under GAAP or (c) the Issuer or any affiliate of the NotesSeller to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; provided, enter into however, it being a condition to any such amendment that the Rating Agency Condition shall have been met; provided, further, that in the case of any amendment hereunder, the Administrator shall furnish to the Indenture Trustee an indenture or indentures supplemental hereto for the purpose Opinion of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments requireCounsel which provides that: (i) satisfaction the interests of the Rating Agency Condition or Noteholders and the Swap Counterparty will not be materially and adversely affected by the amendment and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially significantly change the permitted activities of the Issuer; and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contraryprovided, further, that no supplemental indenture such amendment shall be effective without inconsistent with the prior written consent derecognition by MMCA of the Asset Representations Reviewer if Receivables under GAAP or cause the supplemental indenture would adversely modify the amount or timing Issuer to become a member of distributions to be made to the Asset Representations Reviewer MMCA's consolidated group under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureGAAP.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, action (as evidenced by either (i) an Officer’s Certificate Opinion of Counsel delivered to the Depositor, the Issuer, the Seller, the Securities Administrator and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the Servicer, rating of any Class of Notes) shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee and the Securities Administrator shall have received an Opinion of this Indenture Counsel as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application enforceability of any such indenture supplement and to the Notes effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a “substantial modification” of the Notes under Treasury Regulations (Regulation Section 1.1001-3 or other interpretive guidance) issued under Section 385 adversely affect the status of the CodeNotes as indebtedness for federal income tax purposes. The Each of the Indenture Trustee and the Securities Administrator is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition or is permitted by this Indenture, and shall not (ii) an Officer’s Certificate adversely affect in any material respect the interests of any Noteholder (which may be evidenced by confirmation from the Servicer stating Rating Agencies that the such amendment will not materially and adversely affect result in the interest reduction or withdrawal of the rating of any Noteholder. Class of Notes) or (ciii) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent if 100% of the Asset Representations Reviewer if Certificates are not owned by the supplemental indenture would adversely modify Seller, cause the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility an entity level tax for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturefederal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes Notes, but with prior notice to the Rating AgenciesAgencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld), unless an Enhancer Default shall have occurred, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesEnhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Enhancer (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders, including any Adverse REMIC Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of Rating Agencies and the NotesEnhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice made available to the Rating Agencies by the Administrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholderis satisfied with respect to each Rating Agency. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of Noteholders or any Notes other Person, but with prior written notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or to supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any (A) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions of this Indenture or (B) other Basic Document with respect to matters or questions arising under this Indenture or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VISix; or (viii) to amend Article Twelve as set forth in Sections 12.01 and 12.04; (viiix) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (A) the transfer to the Issuer of all or any portion of the Receivables to be derecognized under U.S. generally accepted accounting principles by the Seller to the Issuer, (B) the Issuer to avoid becoming a member of the Seller’s consolidated group under U.S. generally accepted accounting principles or (C) the Seller or any of its Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); or (x) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; TIA or the rules and regulations of the Commission; provided, however, that no such supplemental indenture (viiii) may materially adversely affect the interests of any Noteholder and (ii) will be permitted unless (A) the Rating Agency Condition shall have been satisfied with respect to correct any manifest error with the terms of this Indenture as compared such action, or (B) a Tax Opinion is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeIndenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and A supplemental indenture shall be deemed not to materially adversely affect the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent interests of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: Noteholder if (i) satisfaction of the Rating Agency Condition or has been satisfied with respect to such supplemental indenture and (ii) the Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Officer’s Certificate Opinion of Counsel (which counsel may not be in-house counsel to the Servicer stating or the Depositor) to the effect that the amendment will supplemental indenture would not materially and adversely affect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be he expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgencies and the written consent of the Credit Enhancer (which consent shall not be unreasonably withheld), unless a Credit Enhancer Default has occurred and is continuing, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNotes or the Credit Enhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error, or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or herein, in any supplemental indenture or in the Prospectus Supplement; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the NotesNotes or the Credit Enhancer; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the Notes, but with prior notice to the Rating Agencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel (a copy of which shall be delivered to the Credit Enhancer), (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Credit Enhancer or (ii) cause the Issuer to be subject to an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholderentity level tax. (c) Notwithstanding anything in this The Issuer and the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of providing for the issuance of one or more additional classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificate issued on the Closing Date pursuant to the contraryTrust Agreement are entitled; provided, no however, that such action shall not, as evidenced by an Opinion of Counsel (a copy of which shall be delivered to the Credit Enhancer), (i) adversely affect in any material respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. Each such class of Notes shall be a non-recourse obligation of the Issuer and shall be entitled to interest and principal in such amounts, and to such security for the repayment thereof, as shall be specified in such amendment or amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or the creation of a new indenture and the issuance of the related class or classes of Notes, the Issuer shall require the Indenture Trustee to give notice to the Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such amendment. Any failure of the Indenture Trustee to provide such notice as is required under this paragraph, or any defect therein, shall not, however, in any way impair or affect the validity of such amendment or any class of Notes issued pursuant thereto. Unless the Credit Enhancer agrees in writing, (i) any classes of Notes issued pursuant to a supplemental indenture shall not be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made entitled to the Asset Representations Reviewer under this Indenture. The Indenture Trustee insurance provided by the Credit Enhancement Instrument and (ii) the Holders of any such classes of Notes shall be entitled only to such distributions or a portion of such distributions as the Holders would have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing received as Holder of distributions to be made to the Asset Representations Reviewer under this IndentureCertificate.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes Notes, but with prior notice to the Rating AgenciesAgencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld and so long as no Enhancer Default exists), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesEnhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Enhancer (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders, including any Adverse REMIC Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of Rating Agencies and the NotesEnhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISix; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; and (viii) to correct any manifest error with elect into the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 FASIT provisions of the Code, provided an Opinion of Counsel to the effect that such election will not adversely affect the Noteholders, is delivered to the Issuer and Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and provided with an Issuer Officer's Certificate stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel (i) satisfaction which may not be in-house counsel), adversely affect in any material respect the interests of any Noteholder, provided further that such action shall not be deemed to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the person requesting such amendment obtains a letter from the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Agencies stating that the amendment will would not materially and adversely affect result in the interest downgrading or withdrawal of any Noteholder. (c) Notwithstanding anything in this Indenture the ratings then assigned to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureNotes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in any other provision of this Indenture to the contraryIndenture, no supplemental indenture supplement shall be effective without unless the prior written consent Swap Counterparty, if any consents in writing to such supplement or such supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Asset Representations Reviewer Swap Counterparty, if any; provided, however, that if an indenture supplement is entered into pursuant to Section 9.01(a), in lieu of providing a Materiality Opinion, the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall Issuing Entity may provide an Officers’ Certificate stating that such supplement will have no responsibility for determining whether any supplemental indenture would adversely modify material adverse effect on the amount or timing interests of distributions to be made to the Asset Representations Reviewer under this IndentureSwap Counterparty, if any.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that such action shall not be deemed to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the person requesting such amendment obtains a letter from the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Agencies stating that the amendment will would not materially and adversely affect result in the interest downgrading or withdrawal of any Noteholder. (c) Notwithstanding anything in this Indenture the ratings then assigned to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureNotes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of Noteholders or any Notes other Person, but with prior written notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto hereto, (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or to supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any (A) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions of this Indenture or (B) other Basic Document with respect to matters or questions arising under this Indenture or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viii) to amend Article XII as set forth in Sections 12.01 and 12.04; (viiix) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (A) the transfer to the Issuer of all or any portion of the Receivables to be derecognized under U.S. generally accepted accounting principles by the Seller to the Issuer, (B) the Issuer to avoid becoming a member of the Seller’s consolidated group under U.S. generally accepted accounting principles or (C) the Seller or any of its Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle (whether now or in the future in effect); or (x) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; TIA or the rules and regulations of the Commission; provided, however, that no such supplemental indenture (viiii) may materially adversely affect the interests of any Noteholder and (ii) will be permitted unless (A) the Rating Agency Condition shall have been satisfied with respect to correct any manifest error with the terms of this Indenture as compared such action, or (B) a Tax Opinion is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeIndenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and A supplemental indenture shall be deemed not to materially adversely affect the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent interests of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: Noteholder if (i) satisfaction of the Rating Agency Condition or has been satisfied with respect to such supplemental indenture, and (ii) the Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Officer’s Certificate Opinion of Counsel (which counsel may not be in-house counsel to the Servicer stating or the Depositor) to the effect that the amendment will supplemental indenture would not materially and adversely affect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (which notice shall be given pursuant to Section 11.21), the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is satisfied; provided further that such replacement is not prohibited by Regulation RR. (vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid amend the application “Specified Spread Account Balance” definition in a manner that results in an increase in the amounts required to be on deposit in the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeSpread Account pursuant to such definition; provided that such amendment is not prohibited by Regulation RR. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of Notes but with prior written notice to the NotesRating Agencies (which notice shall be given pursuant to Section 11.21), enter into an indenture or indentures supplemental hereto to cure any ambiguity, to correct or supplement any provisions in this Indenture or for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) action shall not, as evidenced by an Officer’s Certificate of the Servicer stating that the amendment will not materially and Seller, adversely affect in any material respect the interest interests of any Noteholder. A supplemental indenture shall be deemed not to adversely affect in any material respect the interests of any Class of Notes if the Rating Agency Condition has been satisfied with respect to such supplemental indenture for such Class of Notes. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture[Reserved].

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture indenture, in the Transaction Documents or in the Prospectus or to make add any other provisions with respect to matters or questions arising under this Indenture or Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI;Six; and (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesNotes, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuing EntityIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii4) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of all Notes and the Notes, Note Insurer or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect in any material respect the interests of the Holders of the Notes; (vi) to evidence and provide for Notes or the acceptance Holders of the appointment hereunder by a successor trustee with Certificates; and provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the implied ratings then assigned to the Notes and to add to or change any of (without taking into account the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Insurance Policy); or (vii6) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make add any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such actionaction shall not adversely affect the interests of any Noteholder whose consent shall not have been obtained in respect thereof, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIssuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of Noteholders but with prior notice made available to the Holders of Rating Agencies by the NotesAdministrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Noteholders whose consent shall not have been obtained in respect thereof; provided further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate with respect to each Rating Agency is satisfied in respect of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholdersuch action. (c) Notwithstanding anything under this Section 9.01, in this Indenture Section 9.02 or in any other Basic Document to the contrary, no supplemental indenture shall this Indenture may be effective supplemented by the Issuer without the prior written consent of the Asset Representations Reviewer if Indenture Trustee, the supplemental indenture would adversely modify Paying Agent, the amount Owner Trustee, any Noteholder or timing any other Person and without satisfying any other provisions of distributions this Indenture related to supplements hereto or in any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount Rating Agencies on or timing of distributions to be made prior to the Asset Representations Reviewer under date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s, the Paying Agent’s or the Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s, the Paying Agent’s or the Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to this IndentureIndenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders, including any Adverse REMIC Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgencies and the Hedge Counterparty, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesSecured Parties, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with the prospectus, the prospectus supplement or any other disclosure document prepared in connection with the offering of the Notes, any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies and the Hedge Counterparty, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make add any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such actionaction shall not adversely affect the interests of any Noteholder whose consent shall not have been obtained in respect thereof, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIssuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of Noteholders but with prior notice made available to the Holders of Rating Agencies by the NotesAdministrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Noteholders whose consent shall not have been obtained in respect thereof; provided further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate with respect to each Rating Agency is satisfied in respect of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholdersuch action. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenturewhich will not be inconsistent with other provisions of the Indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders Noteholders or adversely affect the rights or obligations of the NotesSwap Counterparty under the Interest Rate Swap Agreement, or modify or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement (and, so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than ten Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct add, delete or modify any manifest error with provisions necessary or advisable to allow the terms Receivables to be derecognized by MMCA under GAAP or to allow the Issuer to avoid becoming a member of this Indenture MMCA's consolidated group under GAAP; provided, however, that (i) such action shall not, as compared to evidenced by an Opinion of Counsel, adversely affect in any material respect the terms set forth in the Final Prospectus; or (ix) to further prevent interests of any Noteholder or help avoid the application to the Notes of the Treasury Regulations Swap Counterparty, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or other interpretive guidance) issued under Section 385 any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of the Codeany Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.; (b) The Issuing Entity and Notwithstanding anything contained herein to the contrary, this Indenture Trusteemay be amended by the parties hereto, when authorized by an Issuing Entity Orderwhose consent to so amend this Indenture will not be unreasonably withheld, may, also but without the consent of any Noteholders, to add, modify or eliminate such provisions as may be necessary or advisable in order to enable: (a) the transfer to the Issuer of all or any portion of the Holders Receivables to be derecognized by MMCA under GAAP, (b) the Issuer to avoid becoming a member of MMCA's consolidated group under GAAP or (c) the Issuer or any affiliate of the NotesSeller to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; provided, enter into however, it being a condition to any such amendment that the Rating Agency Condition shall have been met; provided, further, that in the case of any amendment hereunder, the Administrator shall furnish to the Indenture Trustee an indenture or indentures supplemental hereto for the purpose Opinion of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments requireCounsel which provides that: (i) satisfaction the interests of the Rating Agency Condition or Noteholders and the Swap Counterparty will not be materially and adversely affected by the amendment and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially significantly change the permitted activities of the Issuer; and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contraryprovided, further, that no supplemental indenture such amendment shall be effective without inconsistent with the prior written consent derecognition by MMCA of the Asset Representations Reviewer if Receivables under GAAP or cause the supplemental indenture would adversely modify the amount or timing Issuer to become a member of distributions to be made to the Asset Representations Reviewer MMCA's consolidated group under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureGAAP.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided further, that such action shall not be deemed to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the person requesting such amendment obtains a letter from the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer Agencies stating that the amendment will would not materially and adversely affect result in the interest downgrading or withdrawal of any Noteholder. (c) Notwithstanding anything in this Indenture the ratings then assigned to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureNotes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to timetime and only with the prior written consent of the Insurer, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesInsurer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of Noteholders or the NotesInsurer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI herein; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders Noteholders but with prior consent of the NotesRating Agencies and the Insurer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) action shall not, as evidenced by an Opinion of Counsel or satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Condition, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to Noteholder or the contrary, no supplemental indenture shall be effective without Insurer or cause the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indentureentity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, Agencies [and with the Issuing Entity prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing),] the Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, [with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing)], when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior consent of the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by (i) an Opinion of Counsel or (ii) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate Condition, adversely affect in any material respect the interests of any Noteholder [including the interests of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture Securities Insurer] to the contraryextent it is, no supplemental indenture shall be effective without the prior written consent or will become, upon payment in full of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount all amounts due to any Noteholder hereunder or timing of distributions pursuant to be made a Note, a Noteholder pursuant to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureSection 2.06(b) hereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Insurer and without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesNotes, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuing EntityIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii4) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of all Notes and the Notes, Note Insurer or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect in any material respect the interests of the Holders of the Notes; (vi) to evidence and provide for Notes or the acceptance Holders of the appointment hereunder by a successor trustee with Certificates; and provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the implied ratings then assigned to the Notes and to add to or change any of (without taking into account the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;MBIA Insurance Policy); or (vii6) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with [the consent of the Credit Enhancer and] prior notice to the Rating AgenciesAgencies [and the Credit Enhancer], the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with [the consent of the Credit Enhancer and] prior notice to the Rating Agencies [and the Credit Enhancer], enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) cause the Issuer to be subject to an Officer’s Certificate entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Servicer stating that the amendment will not materially and adversely affect the interest of any NoteholderCode. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without With the consent of the Note Purchaser and without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesSecured Notes, the Issuing Entity Trust and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes; provided, however, that any such supplement shall not, as evidenced by an Officer's Certificate acceptable to the Note Purchaser, adversely affect in any respect the interests of any Noteholder: (ia) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Secured Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuing EntityTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuing Entity Trust herein and in the Secured Notes contained; (iiid) to add to the covenants of the Issuing EntityTrust, for the benefit of the Holders of the all Secured Notes, or to surrender any right or power herein conferred upon the Issuing Entity;Trust; or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture herein, or to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect in any material respect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Secured Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any NoteholderTrust Certificates. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice by the Issuer to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture indenture, in the Transaction Documents or in the Prospectus or to make add any other provisions with respect to matters or questions arising under this Indenture or Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively; provided, further, that, for the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplemental indenture hereto may be retroactive (including retroactive to the related Benchmark Replacement Date) and more than one supplemental indenture may be entered into in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes Indenture Trustee, a co-Indenture Trustee or a separate Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts trust hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI;Six; and (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes and with prior notice by the Issuer to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of any Noteholders but with the Holders prior written consent of any Notes but with Swap Counterparties and the prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or or, better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders and any Swap Counterparties, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders of the NotesNoteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, maymay also, also without the consent of any of the Holders Noteholders but with the prior written consent of any Swap Counterparties and prior notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice made available to the Rating Agencies by the Administrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholderis satisfied. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct ; provided, however, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not have any manifest error with the terms of this Indenture as compared material adverse tax consequences to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the consent of the Credit Enhancer and prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) cause the Issuer to be subject to an Officer’s Certificate entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Servicer stating that the amendment will not materially and adversely affect the interest of any NoteholderCode. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice to each Rating Agency and the Rating Agenciesprior written consent of the Enhancer, unless an Enhancer Default shall have occurred and is continuing, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (iib) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iiic) to add to the covenants of the Issuing Entity, Issuer for the benefit of the Holders of Noteholders or the NotesEnhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguityambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (f) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Enhancer (as evidenced by an Opinion of Counsel addressed to the NotesIndenture Trustee and the Enhancer); (vig) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viih) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that no such supplemental indentures shall be entered into unless the Indenture Trustee and the Enhancer shall have received (viii1) to correct any manifest error with the terms an Opinion of this Indenture as compared Counsel to the terms set forth in effect that entering into such supplemental indenture will not (i) cause the Final Prospectus; or Issuer, or any portion thereof, to be characterized as an association (ixor a publicly traded partnership) to further prevent taxable as a corporation, a corporation or help avoid the application a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Notes of Noteholders or (2) confirmation from the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeRating Agencies that such Supplemental Indenture will not result in a Rating Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity The Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (i) offering document used in connection with the initial offer and sale of the Notes or to make add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions of this Indenture or (ii) other Basic Document with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; TIA or the rules and regulations of the Commission; provided, however, that no such supplemental indenture (viiii) to correct may materially adversely affect the interests of any manifest error with the terms Noteholder and (ii) will be permitted unless an Opinion of this Indenture as compared Counsel is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes of the Treasury Regulations (Outstanding or other interpretive guidance) issued under Section 385 of the Codeany Noteholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. In addition, any supplement which affects the Owner Trustee shall require the Owner Trustee's written consent. (b) The Issuing Entity and A supplemental indenture shall be deemed not to materially adversely affect the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent interests of any of Noteholder if the Holders of the Notes, enter into an Person requesting such supplemental indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction has delivered no fewer than ten days’ prior written notice of the such supplemental indenture to each Rating Agency Condition or and (ii) obtains and delivers to the Indenture Trustee an Officer’s Certificate Opinion of Counsel to the Servicer stating effect that the amendment will supplemental indenture would not materially and adversely affect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgency, the Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee and the Securities Administrator shall have received an Opinion of this Counsel not at the expense of the Indenture Trustee or the Securities Administrator as compared to the terms set forth in enforceability of any such indenture supplement against the Final Prospectus; or (ix) to further prevent or help avoid the application Issuer and to the Notes effect that (i) such indenture supplement is authorized or permitted hereunder and will not materially and adversely affect the Holders of the Treasury Regulations Notes and (or other interpretive guidanceii) issued under Section 385 entering into such indenture supplement will not result in a “significant modification” of the CodeNotes under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Notes as indebtedness for federal income tax purposes. The Indenture Trustee is and the Securities Administrator are hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee and the Indenture Trustee, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition is authorized or permitted by this Indenture, and shall not (ii) an Officer’s Certificate adversely affect in any material respect the interests of the Servicer stating that the amendment any Noteholder and (iii) will not materially and adversely affect cause the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility an entity level tax for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturefederal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, action (as evidenced by either (i) an Officer’s Certificate Opinion of Counsel delivered to the Depositor, the Issuer, the Seller, the Securities Administrator and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the Servicer, rating of any Class of Notes) shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee and the Securities Administrator shall have received an Opinion of this Indenture Counsel as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application enforceability of any such indenture supplement and to the Notes effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a “substantial modification” of the Notes under Treasury Regulations (Regulation Section 1.1001-3 or other interpretive guidance) issued under Section 385 adversely affect the status of the CodeNotes as indebtedness for federal income tax purposes. The Each of the Indenture Trustee and the Securities Administrator is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer, the Indenture Trustee and the Indenture TrusteeSecurities Administrator, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition or is permitted by this Indenture, and shall not (ii) an Officer’s Certificate adversely affect in any material respect the interests of any Noteholder (which may be evidenced by confirmation from the Servicer stating Rating Agencies that the such amendment will not materially and adversely affect result in the interest reduction or withdrawal of the rating of any NoteholderClass of Notes) or (iii) if 100% of the Certificates are not owned by the Seller, cause the Issuer to be subject to an entity level tax for federal income tax purposes. (c) Notwithstanding anything any of the other provisions of this Section 9.01, none of the Issuer, the Indenture Trustee or the Securities Administrator shall knowingly enter into any amendment to this Agreement that adversely affects in this Indenture to any respect the contrary, no supplemental indenture shall be effective rights and interests hereunder of the Swap Provider without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Swap Provider, such consent not to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indentureunreasonably withheld.

Supplemental Indentures Without Consent of Noteholders. (a) Without The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of the Holders of any Notes but with the consent of the Insurer (if no Insurer Default shall have occurred and be continuing), with prior written notice to the Insurer and the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or the Certificates or to make add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions with respect to matters or questions arising under of this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIndenture; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that (viiii) to correct no such supplemental indenture may materially adversely affect the interests of any manifest error with the terms Noteholder or Certificateholder, (ii) no such supplemental indenture will be permitted unless an Opinion of this Indenture as compared Counsel is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (iii) no such supplemental indenture will be permitted without the consent of the Treasury Regulations (or other interpretive guidance) issued under Section 385 Insurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the CodeInsurer. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if (i) the Person requesting such supplemental indenture obtains and delivers to the Indenture Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the prior written consent of the Note Insurer and the Seller and prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form reasonably satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such supplemental indenture will not (viiiA) to correct any manifest error with the terms result in a "substantial modification" of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes under Treasury Regulation Section 1.1001.3 or adversely affect the status of the Treasury Regulations Notes as indebtedness for federal income tax purposes or (or other interpretive guidanceB) issued under Section 385 of cause the CodeTrust to be subject to an entity level tax. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of the Holders of the NotesNotes but with the prior written consent of the Note Insurer and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel (or, in the alternative, with respect to clause (i), as evidenced by a rating letter confirming the existing ratings on the Notes (without taking into account the Note Insurer Policy)) (i) satisfaction adversely affect in any material respect the interests of the Rating Agency Condition any Noteholder or (ii) an Officer’s Certificate if 100% of the Servicer stating that the amendment will Certificates are not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contraryowned by PacificAmerica Money Center, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer Inc. or if the supplemental indenture would adversely modify Note Insurance Policy is outstanding, cause the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility an entity level tax for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturefederal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenturewhich will not be inconsistent with other provisions of the Indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders Noteholders or adversely affect the rights or obligations of the NotesSwap Counterparty under the Interest Rate Swap Agreement, or modify or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement (and, so long as a copy of the proposed amendment or supplement has been delivered to each of the parties listed in Section 11.4(c) with respect to the Swap Counterparty and makes clear that the Swap Counterparty has no longer than 10 Business Days to object to such amendment or supplement, the Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within 10 Business Days of receipt of a written request for such consent); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to correct add, delete or modify any manifest error with provisions necessary or advisable to allow the terms Receivables to be derecognized by MMCA under GAAP or to allow the Issuer to avoid becoming a member of this Indenture MMCA's consolidated group under GAAP; provided, however, that (i) such action shall not, as compared to evidenced by an Opinion of Counsel, adversely affect in any material respect the terms set forth in the Final Prospectus; or (ix) to further prevent interests of any Noteholder or help avoid the application to the Notes of the Treasury Regulations Swap Counterparty, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or other interpretive guidance) issued under Section 385 any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of the Codeany Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.; (b) The Issuing Entity and Notwithstanding anything contained herein to the contrary, this Indenture Trusteemay be amended by the parties hereto, when authorized by an Issuing Entity Orderwhose consent to so amend this Indenture will not be unreasonably withheld, may, also but without the consent of any Noteholders, to add, modify or eliminate such provisions as may be necessary or advisable in order to enable: (a) the transfer to the Issuer of all or any portion of the Holders Receivables to be derecognized by MMCA under GAAP, (b) the Issuer to avoid becoming a member of MMCA's consolidated group under GAAP or (c) the Issuer or any affiliate of the NotesSeller to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle; provided, enter into however, it being a condition to any such amendment that the Rating Agency Condition shall have been met; provided, further, that in the case of any amendment hereunder, the Administrator shall furnish to the Indenture Trustee an indenture or indentures supplemental hereto for the purpose Opinion of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments requireCounsel which provides that: (i) satisfaction the interests of the Rating Agency Condition or Noteholders and the Swap Counterparty will not be materially and adversely affected by the amendment and (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially significantly change the permitted activities of the Issuer; and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contraryprovided, further, that no supplemental indenture such amendment shall be effective without inconsistent with the prior written consent derecognition by MMCA of the Asset Representations Reviewer if Receivables under GAAP or cause the supplemental indenture would adversely modify the amount or timing Issuer to become a member of distributions to be made to the Asset Representations Reviewer MMCA's consolidated group under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureGAAP.

Supplemental Indentures Without Consent of Noteholders. (a) Without Subject to Section 9.03, without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (iib) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iiic) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, the Holder of the Revolving Liquidity Note or the Swap Counterparty, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that indenture to the extent such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the NotesNotes or the Certificate or the Swap Counterparty; (vif) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Swap Counterparty and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viig) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice made available by the Administrator to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such actionaction shall not, as evidenced by an Officer’s Certificate Opinion of the ServicerCounsel, shall not adversely affect in any material respect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice made available by the Administrator to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will action shall not materially and adversely affect in any material respect the interest interests of any Noteholder. ; provided that 10 days’ (cor, in the case of Fitch, 10 Business Days’) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written notice of any such indenture or supplement indenture hereto be made available by the Administrator to each Rating Agency and, if Xxxxx’x notifies the Indenture Trustee before the expiration of such 10-day period that such indenture or supplement indenture hereto will result in a downgrading or withdrawal of the then current rating of any Class of the Notes or the Certificate, such amendment shall become effective with the consent of the Asset Representations Reviewer if Holders of Notes evidencing not less than a majority of the supplemental indenture would adversely modify Outstanding Amount of the amount Notes and the consent of the Certificateholder; provided that any solicitation of such consent shall disclose the resulting downgrading or timing withdrawal as a result of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturesuch amendment.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesSecured Parties, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with the prospectus, the prospectus supplement or any other disclosure document prepared in connection with the offering of the Notes, any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate which will not be inconsistent with other provisions of the Servicer, shall not adversely affect the interests of the Holders of the NotesIndenture; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that (viiii) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to correct such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any manifest error with then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the terms Federal or any then Applicable Tax State income taxation of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent any Notes Outstanding or help avoid the application to the Notes of the Treasury Regulations (outstanding Certificates or other interpretive guidance) issued under Section 385 of the Codeany Noteholder or Certificateholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without with the consent of any not less than a majority of the Holders principal amount of the NotesNotes Outstanding and with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or (ii) any then Applicable Tax State income tax purposes as an Officer’s Certificate of association taxable as a corporation or otherwise have any material adverse impact on the Servicer stating that the amendment will not materially and adversely affect the interest Federal or any then Applicable Tax State income taxation of any NoteholderNotes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Noteholders but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in under any supplemental indentureindenture which shall not be inconsistent with the provisions of the Indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially adversely affect the interests of the Holders Noteholders or adversely affect the rights or obligations of any Swap Counterparty under the related Interest Rate Swap Agreement or modify or impair the ability of the NotesIssuer to fully perform any of its obligations under any Interest Rate Swap Agreement; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect affect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders but with prior notice to the NotesRating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) (x) such action shall not, as evidenced by an Opinion of Counsel, adversely affect the rights or obligations of any Swap Counterparty under the Interest Rate Swap Agreements or modify the obligations of or impair the ability of the Issuer to fully perform any of its obligations under the Interest Rate Swap Agreement or (y) the Swap Counterparty shall have consented thereto (and a Swap Counterparty's consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent), (iii) the Rating Agency Condition shall have been satisfied with respect to such action and (iv) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for federal or (ii) any then Applicable Tax State income tax purposes as an Officer’s Certificate of association taxable as a corporation or otherwise have any material adverse impact on the Servicer stating that the amendment will not materially and adversely affect the interest federal or any then Applicable Tax State income taxation of any NoteholderNotes Outstanding or outstanding Certificates or any Noteholder or Certificateholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders Noteholders of any Notes but with prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesCredit Enhancer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders or the Credit Enhancer (as evidenced by an Opinion of the NotesCounsel); (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by TIA; provided, however, that no such supplemental indenture shall be entered into unless the TIA; (viii) to correct any manifest error with the terms Indenture Trustee shall have received an Opinion of this Indenture as compared Counsel to the terms set forth in effect that the Final Prospectus; or (ix) execution of such supplemental indenture will not give rise to further prevent or help avoid the application any material adverse tax consequence to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request, may, also without the consent of any of Noteholder but with prior notice to the Holders of Rating Agencies and the NotesCredit Enhancer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by an Opinion of Counsel, (i) satisfaction adversely affect in any material respect the interests of any Noteholder or the Rating Agency Condition Credit Enhancer or (ii) an Officer’s Certificate of cause the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturean entity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and upon receipt by the Indenture Trustee of an Opinion of Counsel, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject to the lien of created by this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VISix; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; and (viii) to correct any manifest error with elect into the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 FASIT provisions of the Code, provided an Opinion of Counsel (which shall not be an employee of the Issuer, CFUSA or the Depositor) to the effect that such election will not adversely affect the Noteholders, is delivered to the Issuer and Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution exemption of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice the consent of the Insurer, as evidenced to the Rating AgenciesIndenture Trustee, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with the prior written consent of the Insurer and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) ; and each Rating Agency shall have notified the Issuer or the Indenture Trustee in writing that such action will not result in a reduction, withdrawal or downgrade of the then-current rating of any Class of Notes. Notwithstanding anything to the contrary in this Section 9.01(b), if at the time the Issuer and the Indenture Trustee propose to enter into an indenture or supplemental indenture under this Section 9.01(b) the Issuer is required to be a Qualifying SPE in order for the Seller to continue to account for the transfer of the Receivables as a sale under SFAS 140, then prior to the contrary, no time that the Issuer and the Indenture Trustee enter into such indenture or supplemental indenture the Issuer shall deliver to the Indenture Trustee an Accountant's Letter which states that the amendments to be effective without the prior written consent of the Asset Representations Reviewer if the effected by such indenture or supplemental indenture would adversely modify not "significantly change" (within the amount or timing meaning of distributions SFAS 140) the Permitted Activities of the Issuer so as to be made cause the Issuer to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions fail to be made to the Asset Representations Reviewer under this Indenturequalify as a Qualifying SPE.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to the each Rating AgenciesAgency, subject to Section 9.06, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, Trustee may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the successionsuccession of another person to the Issuer pursuant to this Indenture, and the assumption by the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes containedthis Indenture; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesCredit Enhancer, or to surrender any right or power herein conferred upon on the Issuing EntityIssuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;; ) (v) to cure any ambiguity, to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or to make any the other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesTransaction Documents; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VINotes; (vii) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent provide for the acceptance of the appointment of a successor trustee under this Indenture and to add to or help avoid change any of the application provisions of this Indenture necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to the Notes requirements of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it. No amendment that satisfies the Rating Agency Condition shall, for purposes of this Section, be considered to adversely affect in any material respect the interests of any Noteholder. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without Without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) Noteholders but with satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate in connection with which the consent of the Servicer stating that Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the amendment will not materially Issuer and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the contrary, no supplemental indenture shall be effective without rights of the prior written Noteholders or the Credit Enhancer under this Indenture except amendments that pursuant to Section 9.02 require the consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indentureeach affected Noteholder.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgencies and with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, with the prior written consent of the Securities Insurer (so long as no Securities Insurer Default has occurred and is continuing), when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior consent of the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action shall not, as evidenced by (i) an Opinion of Counsel or (ii) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate Condition, adversely affect in any material respect the interests of any Noteholder including the interests of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture Securities Insurer to the contraryextent it is, no supplemental indenture shall be effective without the prior written consent or will become, upon payment in full of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount all amounts due to any Noteholder hereunder or timing of distributions pursuant to be made a Note, a Noteholder pursuant to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this IndentureSection 2.06(b) hereof.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to timetime and only with the prior written consent of the Insurer, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of Noteholders or the NotesInsurer, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of Noteholders or the NotesInsurer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI herein; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders Noteholders but with prior confirmation from the Rating Agencies and prior consent of the NotesInsurer, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) action shall not, as evidenced by an Opinion of Counsel or satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Condition, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to Noteholder or the contrary, no supplemental indenture shall be effective without Insurer or cause the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indentureentity level tax.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated December 4¸ 2018 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.. 51 (2018-B Indenture) (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: Indenture subject to the satisfaction of one of the following conditions: (i) satisfaction the Issuer delivers an Opinion of the Rating Agency Condition Counsel or (ii) an Officer’s Certificate of to the Servicer stating Indenture Trustee to the effect that the such amendment will not materially and adversely affect the interest interests of any Noteholder.the Noteholders; or (cii) Notwithstanding anything in this Indenture the Rating Agency Condition is satisfied (other than with respect to the contraryS&P, no supplemental indenture shall be effective without the prior written consent but with satisfaction of the Asset Representations Reviewer Rating Agency Notification with respect to S&P if the supplemental indenture would adversely modify the amount or timing S&P is rating any Outstanding Class of distributions Notes) with respect to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturesuch action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:: 49 (2017-A Indenture) (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated March 22, 2017 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions: 50 (2017-A Indenture; provided that such amendments require: ) (i) satisfaction the Issuer delivers an Opinion of the Rating Agency Condition Counsel or (ii) an Officer’s Certificate of to the Servicer stating Indenture Trustee to the effect that the such amendment will not materially and adversely affect the interest interests of any Noteholder.the Noteholders; or (cii) Notwithstanding anything in this Indenture the Rating Agency Condition is satisfied (other than with respect to the contraryS&P, no supplemental indenture shall be effective without the prior written consent but with satisfaction of the Asset Representations Reviewer Rating Agency Notification with respect to S&P if the supplemental indenture would adversely modify the amount or timing S&P is rating any Outstanding Class of distributions Notes) with respect to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturesuch action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes;; 51 (2020-B Indenture) (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: Indenture subject to the satisfaction of one of the following conditions: (i) satisfaction the Issuer delivers an Opinion of the Rating Agency Condition Counsel or (ii) an Officer’s Certificate of to the Servicer stating Indenture Trustee to the effect that the such amendment will not materially and adversely affect the interest interests of any Noteholder.the Noteholders; or (cii) Notwithstanding anything in this Indenture the Rating Agency Condition is satisfied (other than with respect to the contraryS&P, no supplemental indenture shall be effective without the prior written consent but with satisfaction of the Asset Representations Reviewer Rating Agency Notification with respect to S&P if the supplemental indenture would adversely modify the amount or timing S&P is rating any Outstanding Class of distributions Notes) with respect to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturesuch action.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to additional property to the lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, Securityholders or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or to make in any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesBasic Document; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with , and the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of Noteholders but with prior notice to the Notes, Rating Agencies at any time and from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but and with prior notice by the Issuer to the each Rating AgenciesAgency, the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of created by this Indenture, or to subject additional property to the lien of created by this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture indenture, in the Transaction Documents or in the Prospectus or to make add any other provisions with respect to matters or questions arising under this Indenture or Indenture, in any supplemental indenture, in the Transaction Documents or in the Prospectus; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not adversely affect the interests of the Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI;Six; and (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of the Holders of the NotesNotes and with prior notice by the Issuer to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and Counsel, adversely affect in any material respect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice made available to the Rating AgenciesAgencies by the Administrator (with copy to the Indenture Trustee), the Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, at any time and from time to time, may enter into one or more supplemental indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make add any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such actionaction shall not adversely affect the interests of any Noteholder whose consent shall not have been obtained in respect thereof, as evidenced by an Officer’s Certificate of the Servicer, shall not adversely affect the interests of the Holders of the NotesIssuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with the terms of this Indenture as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application to the Notes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, also without the consent of any of Noteholders but with prior notice made available to the Holders of Rating Agencies by the NotesAdministrator, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided that such amendments require: (i) satisfaction action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Noteholders whose consent shall not have been obtained in respect thereof; provided further, that such action shall be deemed not to adversely affect in any material respect the interests of any Noteholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition or (ii) an Officer’s Certificate with respect to each Rating Agency is satisfied in respect of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholdersuch action. (c) Notwithstanding anything under this Section 9.01, in this Indenture Section 9.02 or in any other Basic Document to the contrary, no supplemental indenture shall this Indenture may be effective supplemented by the Issuer without the prior written consent of the Asset Representations Reviewer if Indenture Trustee, the supplemental indenture would adversely modify Paying Agent, the amount Owner Trustee, any Noteholder or timing any other Person and without satisfying any other provisions of distributions this Indenture related to supplements hereto or in any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such supplement to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount Rating Agencies on or timing of distributions to be made prior to the Asset Representations Reviewer under date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s, the Paying Agent’s or the Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s, the Paying Agent’s or the Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to this IndentureIndenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity The Issuer and the Indenture Trustee, when authorized by an Issuing Entity Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate offering document used in connection with the initial offer and sale of the Servicer, shall not adversely affect the interests of the Holders of the NotesNotes or other 2015-A Basic Document; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VISix; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;TIA or the rules and regulations of the Commission; or (viii) to correct add any manifest error with provision to, or change in any manner or eliminate any of the terms of provisions of, this Indenture as compared or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (i) may materially adversely affect the interests of any Noteholder and (ii) will be permitted unless an Opinion of Counsel is delivered to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application Indenture Trustee to the effect that such supplemental indenture will not (a) cause the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (c) cause the Notes to be deemed to have been exchanged for purposes of the Treasury Regulations (or other interpretive guidance) issued under Section 385 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and A supplemental indenture shall be deemed not to materially adversely affect the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent interests of any of Noteholder if the Holders of the Notes, enter into an Person requesting such supplemental indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Servicer stating Issuer, in either case to the effect that the amendment will supplemental indenture would not materially and adversely affect the interest interests of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgency, the Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, Issuer and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee and the Securities Administrator shall have received an Opinion of this Counsel, not at the expense of the Indenture Trustee or the Securities Administrator, as compared to the terms set forth in enforceability of any such indenture supplement against the Final Prospectus; or (ix) to further prevent or help avoid the application Issuer and to the Notes effect that (i) such indenture supplement is authorized or permitted hereunder and shall not materially and adversely affect the Holders of the Treasury Regulations Notes and (or other interpretive guidanceii) issued under Section 385 entering into such indenture supplement shall not (a) result in a “significant modification” of the CodeNotes under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Notes as indebtedness for federal income tax purposes or (b) cause the Trust to be subject to an entity level tax for federal income tax purposes; and provided further that no indenture supplement shall be entered into without the prior written consent of the Swap Counterparty if such indenture supplement would materially adversely affect the rights or obligations of the Swap Counterparty under the Swap Agreement or this Indenture. The Indenture Trustee is and the Securities Administrator are hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition is authorized or permitted by this Indenture, (ii) an Officer’s Certificate of shall not adversely affect, in any material respect, the Servicer stating that the amendment will not materially and adversely affect the interest interests of any Noteholder. Noteholder and (ciii) Notwithstanding anything in this Indenture shall not cause the Issuer to the contrary, be subject to an entity-level tax for federal income tax purposes; and provided however that no supplemental indenture supplement shall be effective entered into without the prior written consent of the Asset Representations Reviewer Swap Counterparty if such indenture supplement would materially adversely affect the supplemental indenture would adversely modify rights or obligations of the amount Swap Counterparty under the Swap Agreement or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iii) to add to the covenants of the Issuing Entity, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, action (as evidenced by either (i) an Officer’s Certificate Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the Servicer, rating of any Class of Notes) shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee shall have received an Opinion of this Indenture Counsel as compared to the terms set forth in the Final Prospectus; or (ix) to further prevent or help avoid the application enforceability of any such indenture supplement and to the Notes effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a “substantial modification” of the Notes under Treasury Regulations (Regulation Section 1.1001-3 or other interpretive guidance) issued under Section 385 adversely affect the status of the CodeNotes as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderRequest, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition or is permitted by this Indenture, and shall not (ii) an Officer’s Certificate adversely affect in any material respect the interests of any Noteholder (which may be evidenced by confirmation from the Servicer stating Rating Agencies that the such amendment will not materially and adversely affect result in the interest reduction or withdrawal of the rating of any Noteholder. Class of Notes) or (ciii) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent if 100% of the Asset Representations Reviewer if Certificates are not owned by the supplemental indenture would adversely modify Seller, cause the amount or timing of distributions Issuing Entity to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility an entity level tax for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturefederal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating AgenciesAgency, the Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture TrusteeTrustee and the Securities Administrator, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuing EntityIssuer, and the assumption by any such successor of the covenants of the Issuing Entity Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuing EntityIssuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuing EntityIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders of the Notes; (vivii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;VI hereof; or (viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; (viii) to correct any manifest error with ; provided, however, that no such indenture supplements shall be entered into unless the terms Indenture Trustee and the Securities Administrator shall have received an Opinion of this Counsel not at the expense of the Indenture Trustee or the Securities Administrator as compared to the terms set forth in enforceability of any such indenture supplement against the Final Prospectus; or (ix) to further prevent or help avoid the application Issuer and to the Notes effect that (i) such indenture supplement is authorized or permitted hereunder and (ii) entering into such indenture supplement will not result in a “significant modification” of the Notes under Treasury Regulations (Regulation Section 1.1001-3 or other interpretive guidance) issued under Section 385 adversely affect the status of the CodeNotes as indebtedness for federal income tax purposes. The Indenture Trustee is and the Securities Administrator are hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuing Entity OrderIssuer Request in the case of the Securities Administrator and the Indenture Trustee and the Indenture Trustee, may, also without the consent of any of the Holders of the NotesNotes and prior notice to the Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided provided, however, that such amendments require: action as evidenced by an Opinion of Counsel, (i) satisfaction of the Rating Agency Condition is authorized or permitted by this Indenture, and shall not (ii) an Officer’s Certificate adversely affect in any material respect the interests of the Servicer stating that the amendment any Noteholder and (iii) will not materially and adversely affect cause the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions Issuer to be made subject to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility an entity level tax for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenturefederal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes Notes, but with prior written notice to the each Rating AgenciesAgency, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity OrderRequest, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (iib) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity herein and in the Notes contained; (iiic) to add to the covenants of the Issuing Entity, Entity for the benefit of the Holders of the NotesNoteholders, or to surrender any right or power herein conferred upon the Issuing Entity; (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguityambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or indenture; (f) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action, as evidenced by an Officer’s Certificate of the Servicer, action shall not materially and adversely affect the interests of the Holders Noteholders (as evidenced by an Opinion of Counsel addressed to the NotesIndenture Trustee); (vig) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;; or (viih) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; ; provided, however, that no such supplemental indentures shall be entered into unless the Indenture Trustee shall have received (viii1) to correct any manifest error with the terms an Opinion of this Indenture as compared Counsel to the terms set forth in effect that entering into such supplemental indenture will not (i) cause the Final Prospectus; or Issuing Entity, or any portion thereof, to be characterized as an association (ixor a publicly traded partnership) to further prevent taxable as a corporation, a corporation or help avoid the application a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Notes of Noteholders or (2) confirmation from the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the CodeRating Agencies that such Supplemental Indenture will not result in a Rating Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder. (c) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.