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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred upon on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or mistake; (vi) to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add provisions which are not inconsistent with to the provisions of this Indenture so long as such action does not materially adversely affect the interests required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the NoteholdersNotes without taking the Policy into account; (viix) to evidence modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture other provisions expressly required by the TIA; or (xi) to provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indentureit. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except (x) amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: each affected Noteholder and (iy) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect amendments that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respects the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when directed by Issuer Order, Trustee may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform Indenture, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture; (ii) to evidence the succession, in compliance with succession of another person to the Issuer pursuant to this Indenture, of another Person to the Issuer, and the assumption by any such the successor of the covenants of the Issuer in this Indenture and the Notes in compliance with the Notesapplicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power conferred upon on the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or mistake; (vi) to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the other Transaction Documents; (vii) to conform this Indenture to the final prospectus supplement issued in respect of the Notes referred to in the Adoption Annex; (viii) to modify, eliminate, or add provisions which are not inconsistent with to the provisions of this Indenture so long as such action does not materially adversely affect the interests required by any Rating Agency or any other nationally recognized statistical rating organization to maintain or improve any rating of the NoteholdersNotes without taking the Policy into account; (viix) to evidence modify, eliminate, or add to the provisions of this Indenture to comply with any requirement imposed by the Code; (x) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to comply with any rules or regulations of the Securities and Exchange Commission hereafter promulgated; (xi) to modify, eliminate, or add to the provisions of this Indenture to the extent necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture other provisions expressly required by the TIA; or (xii) to provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes under this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indentureit. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of any of the NoteholdersNoteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing to change this Indenture in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) to modify the rights of the Noteholders or the Credit Enhancer under this Indenture or for except (x) amendments that pursuant to Section 9.02 require the purpose consent of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: each affected Noteholder and (iy) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect amendments that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respects the treatment interests of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

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

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies and with the prior written consent of the Issuer and (which requires the consent of the holder of the Trust Certificate), the Indenture Trustee, when directed authorized by an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vA) to cure any ambiguity, to (B) correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture provisions herein or in any supplemental indenture or to add provisions which are not inconsistent with conform the provisions hereof to those of any Offering Document, (C) obtain a rating for a Class of Notes from a nationally recognized statistical rating organization, or (D) make any other provisions with respect to matters or questions arising under this Indenture; provided, however, that no such supplemental indenture entered into pursuant to clause (D) of this Indenture so long as such action does not materially subparagraph (iv) shall adversely affect in any material respect the interests of any Holder not consenting thereto as evidenced by an Opinion of Counsel (or, in lieu thereof, written confirmation from each Rating Agency that such supplemental indenture will not cause it to reduce or withdraw its then-current ratings on any Class of Notes) furnished to the NoteholdersIndenture Trustee at the Issuer’s expense; (viv) to evidence and provide for the acceptance of the appointment under this Indenture hereunder of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; or (viivi) 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. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory TIA (as evidenced by an Opinion of Counsel furnished to the Indenture TrusteeTrustee at the Issuer’s expense). provided, however, that no such supplemental indenture shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel stating that entering into such supplemental indenture will not cause the Issuer to be subject to federal income tax as long as an entity that quilifies as a REIT under the Code holds directly, or indirectly through one or more Qualified REIT Subsidiaries, a 100% Percentage Interest in the Trust Certificate, and the Indenture Trustee receives an officer’s certificate from the Holder of the Trust Certificate to the effect that such Holder either qualifies as a REIT or a Qualified REIT Subsidiary under the Code and owns a 100% Percentage Interest in the Trust Certificate. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may enteralso, without the consent of any of Noteholder but with prior written notice to the NoteholdersRating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual InterestIndenture; provided, subject to the following conditions: however, that such action shall not, as evidenced by either (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (Cii) adversely affect the treatment satisfaction of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with Condition, adversely affect in any material respect to such amendment; and (iv) with respect to the issuance interests of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

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

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

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

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

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

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

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed authorized by an Issuer Order, may entermay, without the consent of the Noteholders any Holders of any Notes but with prior written notice by the Issuer to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand 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 IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add provisions which are not inconsistent in any offering document used in connection with the provisions of this Indenture so long as such action does not materially adversely affect the interests initial offer and sale of the NoteholdersNotes or other 2014-A Basic Document; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; orSix; (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. All TIA or the rules and regulations of the Commission; or (viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indentures pursuant to this Section 9.1(aindenture (i) may materially adversely affect the interests of any Noteholder and (ii) will be in form reasonably satisfactory permitted unless an Opinion of Counsel is delivered to the Indenture TrusteeTrustee 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 Section 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 reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and A supplemental indenture shall be deemed not to materially adversely affect the Indenture Trustee, when directed by Issuer Order, may enter, without the consent interests of any of Noteholder if the Noteholders, into an Person requesting such supplemental indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) has satisfied the Issuer delivers, Rating Agency Condition or causes the Administrator to deliver, (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeIssuer, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) in either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee case to the effect that the offer, sale and delivery supplemental indenture would not materially adversely affect the interests of such additional securities do not require registration under the Securities Actany Noteholder.

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

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

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice Noteholders, the Combination Noteholders, the Hedge Counterparty or the Preferred Shareholders, the Co-Issuers, when authorized by Board Resolutions, and the Issuer Trustee, at any time and from time to time subject to the Rating Agenciesrequirement provided below in this Section 8.1 with respect to the ratings of the Notes and subject to Section 8.3, may enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, succession of another Person to the Issuer, Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer in this Indenture or the Co-Issuer herein and in the NotesNotes and Combination Notes pursuant to Section 7.10 or 7.11; (iiib) to add to the covenants of the Issuer, the Co-Issuer or the Trustee for the benefit of the Noteholders, Holders of all of the Notes and Combination Notes or to surrender any right or power herein conferred upon the Issuer in this Indentureor the Co-Issuer; (ivc) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vid) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to that meets the Notes requirements of Section 6.10 herein and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeTrustee, pursuant to Article VIthe requirements of Sections 6.10, 6.12 and 6.13; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resale and other transfer of the Notes or Combination Notes to reflect any changes in any applicable law or regulation (or the interpretation thereof) or to enable the Co-Issuers to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to correct any inconsistency, defect or ambiguity in this Indenture, including so as to conform the terms of this Indenture to the disclosure set forth in the Offering Memorandum; (h) to make non-material administrative changes as the Co-Issuers deem appropriate; (i) to avoid imposition of tax on the net income of the Issuer or the Co-Issuer or to avoid the Issuer or the Co-Issuer being required to register as an investment company under the Investment Company Act; (j) to facilitate the listing of any of the Offered Securities on any exchange and to authorize the appointment of any listing agent, transfer agent, paying agent, or additional registrar for any Offered Securities appropriate in connection with the listing of any Offered Securities on any stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent, or additional registrar for any Offered Securities in connection with its appointment; (k) to modify the REIT/REOC Coverage Tests, the Real Estate Entity Trigger Events and the related definitions thereunder; or (viil) to modify, eliminate evidence or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add implement any change to this Indenture such other provisions as may be required by regulations or guidelines enacted to support the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be USA PATRIOT Act or any other similar applicable laws and regulations in form reasonably satisfactory to the Indenture TrusteeCayman Islands. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that which may be contained in therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture. (b) The Issuer and indenture that affects the Indenture Trustee’s own rights, when directed by Issuer Orderduties, may enter, without the consent of any of the Noteholders, into an indenture liabilities or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders indemnities under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interestotherwise, subject except to the following conditions: extent required by law. The Trustee shall not enter into any such supplemental indenture described in clauses (a) through (k) of this Section 8.1 if, as a result of such supplemental indenture, the interests of any Holder, any Preferred Shareholder or the Hedge Counterparty would be materially adversely affected thereby. Unless notified by (i) the Issuer delivers, a Majority of any Class of Notes or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect a Majority-in-Interest of Preferred Shareholders that such amendment Class or Preferred Shareholders will not have a material adverse effect on the Notes; be materially adversely affected or (ii) the Issuer delivers Hedge Counterparty that such Hedge Counterparty will be materially adversely affected, the Trustee shall be entitled to rely on an Opinion of Counsel delivered to the Indenture Trustee stating as described in Section 8.3 as to whether or not the interests of any Holders, any Preferred Shareholder or the Hedge Counterparty, as applicable, would be materially adversely affected by any such supplemental indenture (after giving notice of such change to each Holder, each Preferred Shareholder and the Hedge Counterparty). The Trustee shall not enter into any such supplemental indenture pursuant to this Section 8.1 that such amendment will not (A) cause any Note could reasonably be expected to be deemed sold or exchanged for purposes of Section 1001 of materially adversely affect the Code, (B) cause Collateral Manager unless the Collateral Manager gives written consent to the Trustee and the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or such supplemental indenture at least one (C1) adversely affect Business Day prior to such execution and delivery. At the treatment cost of the Co-Issuers, the Trustee shall provide to the Noteholders, the Hedge Counterparty and the Preferred Share Paying Agent a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee and a copy of the executed supplemental indenture after its execution. At the cost of the Co-Issuers, the Trustee shall provide to each Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days’ prior to the execution thereof by the Trustee, and, for so long as any Notes as debt for U.S. federal income tax purposes; are Outstanding (iii) and the Commitment Period Termination Date has not occurred), request that the Rating Agency Condition has been satisfied with respect to such amendment; supplemental indenture be satisfied, and (iv) , as soon as practicable after the execution by the Trustee and the Co-Issuers of any such supplemental indenture, provide to each Rating Agency a copy of the executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, with respect to such supplemental indenture, the issuance of additional securities onlyRating Condition would not be satisfied; provided, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offerTrustee may, sale with the consent of the Holders of 100% of the Aggregate Outstanding Principal Amount of Notes of each Class and delivery the Hedge Counterparty, enter into any such supplemental indenture notwithstanding any such reduction or withdrawal of such additional securities do not require registration under the Securities Actratings of any Outstanding Class of Notes.

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

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, when directed by upon an Issuer Order, at any time and from time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of Indenture Trustee without the Trust Indenture Act as in force at the date of the execution consent of any such indenture supplemental to this Indenture) Noteholder, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or to 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 ; provided such action pursuant to subject additional property this clause (i) shall not adversely affect the interests of the Noteholders in any respect (as evidenced by an Officer's Certificate of the Issuer delivered to the Lien of this IndentureIndenture Trustee (upon which the Indenture Trustee shall be entitled to conclusively rely)); (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, provide for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of 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 will shall be necessary to provide for or facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeIndenture Trustee, pursuant to Article VIthe requirements of Section 7.09 and Section 7.11 hereof; or (viiiii) to modifycure any ambiguity, eliminate to correct or add supplement any provision herein which may be defective or inconsistent with any other provision herein, to conform this Indenture to the provisions of this Indenture as necessary offering circular related to effect the qualification of this Indenture under the TIA and Notes, or to add to this Indenture such make any other provisions as may be required by the TIA. All supplemental indentures with respect to matters or questions arising under this Indenture; provided that such action pursuant to this Section 9.1(aclause (iii) will be in form reasonably satisfactory shall not adversely affect the interests of the Holders of Notes (as evidenced by an Officer's Certificate of the Issuer delivered to the Indenture Trustee. The Trustee (upon which the Indenture Trustee is authorized shall be entitled to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indentureconclusively rely)). (b) The Issuer Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent Rating Agencies a copy of any of the Noteholders, supplemental indenture entered into an indenture or indentures supplemental pursuant to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions:9.01 hereof. (ic) the Issuer deliversProvided that all other conditions precedent have been satisfied, or causes the Administrator to deliver, to the Indenture Trustee shall approve any supplemental indenture and may expressly rely on any Opinion of Counsel requested by the Indenture Trustee in connection with any such supplemental indenture as the basis therefor. In determining whether or not an amendment materially adversely affects the interests of the Holders of the Notes, such Opinion of Counsel may conclusively rely on an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) of the Issuer delivers an Opinion of Counsel to or the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities ActServicer.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trusteeand, when directed authorized by an Issuer Order, may enterthe Indenture Trustee may, from time to time, without the consent of the Noteholders any Noteholder but with prior written notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, 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 Trust Indenture Act 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. All supplemental indentures pursuant Trust Indenture Act; or (viii) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (x) the transfer to the Issuer of all or any portion of the Trust Student Loans to be derecognized as a sale under GAAP by the Depositor, (y) the Issuer to avoid becoming a member of Depositor’s consolidated group under GAAP or (z) the Depositor 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; it being a condition to any such amendment under this Section 9.1(a9.1(a)(viii) will that the Rating Agency Condition be in form reasonably satisfactory to the Indenture Trusteesatisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trusteeand, when directed authorized by an Issuer Order, may enterthe Indenture Trustee may, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities other than any amendment described in exchange for all or a portion of the Residual InterestSection 9.2 hereof; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will shall not have a adversely affect in any material adverse effect on respect the Notes;interests of any Noteholder. (iic) An amendment will be deemed not to materially adversely affect the Issuer interests of any Noteholder if the party requesting the amendment obtains and delivers to the other parties hereto an Opinion of Counsel to that effect. (d) Notwithstanding anything in this Section 9.1 to the contrary, no amendment, modification or supplement to this Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 may significantly change the permitted activities of the Code, (B) cause Issuer set forth in Section 2.3 of the Issuer to be treated as an association or publicly traded partnership taxable as Trust Agreement without the consent and approval of holders of at least a corporation for U.S. federal income tax purposes or (C) adversely affect majority of the treatment Outstanding Amount of the Notes as debt for U.S. federal income tax purposes; (iii) and, subject to Section 4.6 of the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to Trust Agreement, holders of at least a majority of the issuance aggregate Percentage Interests of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities ActCertificates.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice by the Issuer to the Rating AgenciesAgency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this IndentureSection 3.10 and the applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the NotesNotes contained; (iii) to add to the conditions, limitations and restrictions on terms of the Notes and to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholdersindenture; (vi) to make any amendment necessary or desirable to maintain the federal income tax status of the issuer; (vii) to evidence and provide for the acceptance of the appointment under this Indenture of by a successor trustee with respect to the Notes and Notes; (viii) to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, pursuant to the requirements of Article VI; (ix) to amend the provisions of this Indenture relating to authentication and delivery of a series; or (viix) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the Indenture Trustee's qualification or 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. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to , and the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer (subject to the terms of the Trust Agreement) and the Indenture Trustee, when directed authorized by an Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental but with prior notice to this Indenture for the purpose of adding Rating Agency, at any time and from time to time, add any provisions to, or changing change in any manner or eliminating eliminate any of the provisions of, this Indenture or of modifying modify in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture with respect to matters or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interestquestions arising under this Indenture; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers action shall not, as evidenced by an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the CodeCounsel, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect in any material respect the treatment interest of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actany Noteholder.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, Invesco Mortgage Capital and the Trustee may, from time to time, and at any time amend or supplement this Indenture Trustee, when directed by Issuer Order, may enter, or the Notes without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Holder for any of the following purposes: (ia) to correct conform the terms of this Indenture or expand the Notes to the description of any property subject thereof in the Offering Memorandum; (b) to evidence the succession by a successor to the Lien Issuer as obligor or Invesco Mortgage Capital (as Guarantor or otherwise) and to provide for the assumption by such successor of this Indenture, the Issuer’s or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of Invesco Mortgage Capital’s obligations under this Indenture; (iic) to evidence the succession, in compliance add guarantees with this Indenture, of another Person respect to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iiid) to secure the Notes; (e) to issue Additional Notes pursuant to Section 2.01; (f) to add to the Issuer’s covenants of the Issuersuch further covenants, restrictions or conditions for the benefit of the Noteholders, Holders (or to any other holders) or surrender any right or power conferred upon the Issuer in this by the Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vg) to cure any ambiguity, to correct defect or supplement any provision inconsistency in this Indenture or in the Notes, including to eliminate any supplemental indenture that may be inconsistent conflict with the Trust Indenture Act, to the extent applicable; (h) to make any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action change that does not materially adversely affect the interests rights of the Noteholdersany Holder in any material respect; (vii) to evidence provide for a successor Trustee; (j) to comply with the acceptance applicable procedures of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VIDepository; or (viik) to modify, eliminate or add to comply with any requirements of the provisions of this Indenture as necessary to effect Commission in connection with the qualification of this the Indenture under the TIA and to add to this Trust Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory Act, to the Indenture Trusteeextent applicable. The Indenture Upon an Issuer Request authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and Invesco Mortgage Capital in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer 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 10.01 may be executed by the Issuer, Invesco Mortgage Capital and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act10.02.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act TIA as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand amplify the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating to the effect that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes purposes, or (C) with respect to the issuance of additional securities only, adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the each Rating Agency Condition has been satisfied provides Rating Agency Confirmation with respect to such amendment; and; (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date and on each Final Scheduled Payment Date will be subordinate to payments of interest and principal on the Notes Notes, and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.; and (v) [(A) the Issuer delivers, or causes the Indenture Administrator to deliver, to the Hedge Counterparty an Officer’s Certificate to the effect that such amendment will not (1) materially adversely affect the rights or obligations of the Hedge Counterparty under the Interest Rate Hedge, (2) modify the obligations of the Issuer under the Interest Rate Hedge or (3) impair the ability of the Issuer to perform any of its obligations under the Interest Rate Hedge or (B) each Hedge Counterparty consents to the amendment (provided that if a Hedge Counterparty does not object within 10 days of receipt of a request for such consent, its consent will be deemed to have been given);]

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Co-Issuers, and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of the Noteholders but with prior notice by the Issuer at any time and from time to time, may, if the Rating Agencies, Agency Condition has been satisfied (except that ratings confirmation need not be requested for any amendments that could not reasonably be deemed to be disadvantageous to any Noteholder) and with the consent of the Insurer (so long as such Insurer is a Series Controlling Party) of each Series of Notes affected thereby enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposesTrustee: (i) to correct or expand amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the Lien of this IndentureIndenture (including, without limitation, in order to obtain a security interest thereto in a manner consistent with Section 7.16), or to subject additional property to the Lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenture, succession of another Person to either of the IssuerCo-Issuers, and the assumption by any such successor of the covenants of the Issuer in this Indenture contained herein and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit either of the NoteholdersCo-Issuers, in each case only to the extent not adverse to the interests of any Noteholder or each Insurer, or to surrender any right or power herein conferred upon either of the Issuer in this IndentureCo-Issuers; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture TrusteeTrustee for the benefit of Secured Parties or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of Notes; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of 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 will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeIndenture Trustee, pursuant to Article VI; orthe requirements of Section 6.11 hereof; (vi) correct any manifest error or to cure any ambiguity or to correct or supplement any provisions herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any Series Supplement, supplemental indenture or any offering memorandum pursuant to which any Notes have been issued; (vii) to modifyfacilitate the transfer of Notes in accordance with applicable law (as evidenced by an Opinion of Counsel), eliminate which may include providing for the maintenance of a book-entry trading system; (viii) to take any action necessary and appropriate to facilitate the originations of New Franchise Agreements, the servicing of Franchise Assets and the preservation and maintenance of the Licensed IP and the other Franchise Assets, in each case, as determined in accordance with the Servicing Standard; (ix) take any action necessary or add advisable to effectuate any lockbox arrangements entered into by the Issuer; (x) to establish the form or terms of the Notes of any Series of Notes pursuant to a Series Supplement in accordance with the provisions of this Indenture as Section 2.3 (which shall not require the consent of the Aggregate Controlling Party or any Series Controlling Party unless specified in such Section 2.3); or (xi) to take any action necessary or helpful to effect avoid the qualification imposition, under and in accordance with applicable law, of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(aany Tax including withholding tax. (b) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in therein contained, but the Indenture Trustee shall not be obligated to enter into any such supplemental indentureindenture that materially adversely affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise except to the extent required by law. (bc) The Issuer and Copies of any supplemental indenture entered into in accordance with this Section 8.1 shall be available upon request by any Noteholder or Insurer duly given to the Indenture Trustee. No supplemental indenture shall be amended or modified without the written consent of the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of Co-Issuers and any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or Insurer that is a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actparty thereto.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice Noteholders, the Component Security Holders, the Hedge Counterparty or the Preferred Shareholders, the Co-Issuers, when authorized by Board Resolutions, and the Issuer Trustee, at any time and from time to time subject to the Rating Agenciesrequirement provided below in this Section 8.1 with respect to the ratings of the Notes and subject to Section 8.3, may enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, succession of another Person to the Issuer, Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer in this Indenture or the Co-Issuer herein and in the NotesNotes and Component Securities pursuant to Section 7.10 or 7.11; (iiib) to add to the covenants of the Issuer, the Co-Issuer or the Trustee for the benefit of the Noteholders, Holders of all of the Notes and Component Securities or to surrender any right or power herein conferred upon the Issuer in this Indentureor the Co-Issuer; (ivc) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vid) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to that meets the Notes requirements of Section 6.10 herein and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeTrustee, pursuant to Article VIthe requirements of Sections 6.10, 6.12 and 6.13; (e) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (f) to modify the restrictions on and procedures for resale and other transfer of the Notes or Component Securities to reflect any changes in any applicable law or regulation (or the interpretation thereof) or to enable the Co-Issuers to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (g) to correct any inconsistency, defect or ambiguity in this Indenture, including so as to conform the terms of the Indenture to the disclosure set forth in the Offering Memorandum; (h) to make non-material administrative changes as the Co-Issuers deem appropriate; (i) to avoid imposition of tax on the net income of the Issuer or the Co-Issuer or to avoid the Issuer or the Co-Issuer being required to register as an investment company under the Investment Company Act; (j) to facilitate the listing of any of the Offered Securities on any exchange and to authorize the appointment of any listing agent, transfer agent, paying agent, or additional registrar for any Offered Securities appropriate in connection with the listing of any Offered Securities on any stock exchange, and otherwise to amend the Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent, or additional registrar for any Offered Securities in connection with its appointment; (k) to modify the REIT/REOC Coverage Tests, the Real Estate Entity Trigger Events and the related definitions thereunder; or (viil) to modify, eliminate evidence or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add implement any change to this Indenture such other provisions as may be required by regulations or guidelines enacted to support the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be USA PATRIOT Act or any other similar applicable laws and regulations in form reasonably satisfactory to the Indenture TrusteeCayman Islands. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that which may be contained in therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture. (b) The Issuer and indenture that affects the Indenture Trustee’s own rights, when directed by Issuer Orderduties, may enter, without the consent of any of the Noteholders, into an indenture liabilities or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders indemnities under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interestotherwise, subject except to the following conditions: extent required by law. The Trustee shall not enter into any such supplemental indenture described in clauses (a) through (k) of this Section 8.1 if, as a result of such supplemental indenture, the interests of any Holder, any Preferred Shareholder or the Hedge Counterparty would be materially adversely affected thereby. Unless notified by (i) the Issuer delivers, a Majority of any Class of Notes or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect a Majority-in-Interest of Preferred Shareholders that such amendment Class or Preferred Shareholders will not have a material adverse effect on the Notes; be materially adversely affected or (ii) the Issuer delivers Hedge Counterparty that such Hedge Counterparty will be adversely affected, the Trustee shall be entitled to rely on an Opinion of Counsel delivered to the Indenture Trustee stating as described in Section 8.3 as to whether or not the interests of any Holders, any Preferred Shareholder or the Hedge Counterparty, as applicable, would be materially adversely affected by any such supplemental indenture (after giving notice of such change to each Holder, each Preferred Shareholder and the Hedge Counterparty). The Trustee shall not enter into any such supplemental indenture pursuant to this Section 8.1 that such amendment will not (A) cause any Note could reasonably be expected to be deemed sold or exchanged for purposes of Section 1001 of materially adversely affect the Code, (B) cause Collateral Manager unless the Collateral Manager gives written consent to the Trustee and the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or such supplemental indenture at least one (C1) adversely affect Business Day prior to such execution and delivery. At the treatment cost of the Co-Issuers, the Trustee shall provide to the Noteholders, the Hedge Counterparty and the Preferred Share Paying Agent a copy of any proposed supplemental indenture at least 15 Business Days prior to the execution thereof by the Trustee and a copy of the executed supplemental indenture after its execution. At the cost of the Co-Issuers, the Trustee shall provide to each Rating Agency a copy of any proposed supplemental indenture at least 15 Business Days’ prior to the execution thereof by the Trustee, and, for so long as any Notes as debt for U.S. federal income tax purposes; are Outstanding (iii) and the Commitment Period Termination Date has not occurred), request that the Rating Agency Condition has been satisfied with respect to such amendment; supplemental indenture be satisfied, and (iv) , as soon as practicable after the execution by the Trustee and the Co-Issuers of any such supplemental indenture, provide to each Rating Agency a copy of the executed supplemental indenture. The Trustee shall not enter into any such supplemental indenture if, with respect to such supplemental indenture, the issuance of additional securities onlyRating Condition would not be satisfied; provided, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offerTrustee may, sale with the consent of the Holders of 100% of the Aggregate Outstanding Principal Amount of Notes of each Class and delivery the Hedge Counterparty, enter into any such supplemental indenture notwithstanding any such reduction or withdrawal of such additional securities do not require registration under the Securities Actratings of any Outstanding Class of Notes.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without Without the consent of the Noteholders but with prior notice Holders of any Notes (except any consent required by clause (iii), (viii), (x), (xi) or (xvi) below) the Issuer Co-Issuers, when authorized by Board Resolutions, at any time and from time to time, may, without an Opinion of Counsel being provided to the Rating AgenciesCo-Issuers or the Trustee as to whether or not any Class of Notes would be materially and adversely affected thereby (except in the case of clause (iii) or (xi) below), enter into one or more indentures supplemental to this Indenture (which will conform hereto, in form satisfactory to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Trustee, for any of the following purposes; provided that with respect to any proposed supplemental indenture described in clauses (i) through (xvi) below, so long as the Designated Class A Voting Condition is satisfied, if the Designated Class A Owner determines in good faith and has provided written notice to the Trustee at least 3 Business Days prior to the execution of such supplemental indenture that the Designated Class A Owner would be materially and adversely affected thereby, the Trustee and the Co-Issuers shall not enter into such supplemental indenture without the consent of the Designated Class A Owner: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, succession of another Person to the Issuer, Issuer or the Co-Issuer and the assumption by any such successor Person of the covenants of the Issuer in this Indenture or the Co-Issuer herein and in the Notes; (iiiii) to add to the covenants of the Issuer, Co-Issuers or the Trustee for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this IndentureSecured Parties; (iviii) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture TrusteeTrustee or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of the Notes; provided, that, if the Holders of any Class of Notes would be materially and adversely affected by such supplemental indenture entered into pursuant to this clause (iii), the consent to such supplemental indenture has been obtained from a Majority of each such Class (other than the Class X Notes); (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (viiv) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor trustee with respect to the Notes Trustee and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trusteeTrustee, pursuant to Article VIthe requirements of Sections 6.9, 6.10 and 6.12 hereof; (v) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including, without limitation, any and all actions necessary or desirable as a result of changes in law or regulations, whether pursuant to Section 7.5 or otherwise) or to subject to the lien of this Indenture any additional property; (vi) to modify the restrictions on and procedures for resales and other transfers of Notes to reflect any changes in ERISA or other applicable law or regulation (or the interpretation thereof) or to enable the Co-Issuers to rely upon any exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; orprovided that the Trustee receives an Opinion of Counsel that such modifications accurately reflect changes in ERISA or other applicable law or regulation or enable the Co-Issuers to rely upon an exemption from registration under the Securities Act or the Investment Company Act; (vii) to modifymake such changes as shall be necessary or advisable in order for the Listed Notes to be or remain listed on an exchange, eliminate including the Irish Stock Exchange; (viii) otherwise to correct any inconsistency or add cure any ambiguity, omission or manifest errors in this Indenture with the consent of the Designated Class A Owner for so long as the Designated Class A Voting Condition is satisfied (but without the consent of the holders of any other Class of Secured Notes), or to conform the provisions of this Indenture to the Offering Circular; (ix) to take any action advisable to prevent the Issuer, any Blocker Subsidiary or the Holders of any Class of Notes from becoming subject to (or to otherwise minimize) withholding or other Taxes, fees or assessments, including by achieving FATCA Compliance, or to prevent the Issuer from being treated, or to reduce the risk of being treated, as necessary engaged in a trade or business within the United States for United States federal income tax purposes or otherwise being subject to effect tax on a net income basis in any jurisdiction outside its jurisdiction of incorporation; (x) at any time during the qualification Reinvestment Period, subject to the consent of a Majority of the Subordinated Notes and the Portfolio Manager and, unless only additional Subordinated Notes are being issued, a Majority of the Controlling Class, to make changes to facilitate (A) issuance by the Co-Issuers of additional securities of any one or more new classes that are fully subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer (other than the Reinvesting Holder Notes and the Subordinated Notes) issued pursuant to this Indenture under the TIA and to add Indenture, if any class of securities issued pursuant to this Indenture other than the Notes is then Outstanding), provided that any such other provisions as may additional issuance of securities shall be required issued in accordance with this Indenture, including Sections 2.13 and 3.2; (B) issuance by the TIA. All Co-Issuers of additional securities of any one or more existing Classes (other than the Class X Notes and the Reinvesting Holder Notes), provided that any such additional issuance of securities shall be issued in accordance with this Indenture, including Sections 2.13 and 3.2; or (C) issuance by the Co-Issuers of replacement securities in connection with a Refinancing in accordance with this Indenture; (xi) to evidence any waiver by any Rating Agency as to any requirement in this Indenture that such Rating Agency confirm (or to evidence any other elimination of any requirement in this Indenture that any Rating Agency confirm) that an action or inaction by the Issuer or any other Person will not result in a reduction or withdrawal of its then-current rating of any Class of Secured Notes as a condition to such action or inaction; provided that with respect to any proposed supplemental indentures indenture pursuant to this Section 9.1(a) will be in form reasonably satisfactory clause, if a Majority of the Controlling Class has provided written notice to the Indenture Trustee. The Indenture Trustee is authorized at least one Business Day prior to join in the execution of any such supplemental indenture that the Controlling Class would be materially and adversely affected thereby, the Trustee and the Co-Issuers shall not enter into such supplemental indenture without the consent of a Majority of the Controlling Class and a Majority of each other Class of Secured Notes (other than the Class X Notes) materially and adversely affected thereby and, if the Subordinated Notes are materially and adversely affected thereby, a Majority of the Subordinated Notes; (xii) to modify the procedures in this Indenture relating to compliance with Rule 17g-5; (xiii) to change the name of the Issuer or the Co-Issuer; (xiv) to accommodate the settlement of the Notes in book-entry form through the facilities of DTC or otherwise; (xv) to authorize the appointment of any listing agent, transfer agent, paying agent or additional registrar for any Class of Notes required or advisable in connection with the listing of any Class of Notes on the Irish Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes required or requested by any governmental authority, stock exchange authority, listing agent, transfer agent, paying agent or additional registrar for any Class of Notes in connection therewith; or (xvi) subject to the consent of a Majority of the Subordinated Notes (but without the consent of the Holders of any Class of Secured Notes), (x) in connection with an Optional Redemption by Refinancing involving the issuance of additional securities, to accommodate the issuance of such additional securities and to make any further reasonably appropriate agreements establish the terms thereof or (y) in connection with an Optional Redemption by Refinancing involving secured loans, to accommodate borrowings under such secured loans and stipulations that may be contained in such supplemental indentureto establish the terms thereof. (b) The Issuer and With the Indenture Trustee, when directed by Issuer Order, may enter, consent of a Majority of the Controlling Class (in the sole discretion of the Holders of the Controlling Class of Notes) (but without the consent of the Holders of any other Class of Notes) and the NoteholdersPortfolio Manager, the Trustee and the Co-Issuers may enter into an indenture one or more indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditionshereto: (i) to conform to ratings criteria and other guidelines (including any alternative methodology published by either of the Issuer deliversRating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; (ii) to amend, modify or causes the Administrator otherwise accommodate changes to deliver, this Indenture relating to the Indenture Trustee administrative procedures necessary (in accordance with the then current Rating Agency policy) to satisfy the Xxxxx'x Rating Condition; (iii) to modify the definition of "Credit Improved Obligation", "Defaulted Obligation", "Equity Security" or "Credit Risk Obligation" in a manner not materially adverse to any Holders of any Class of Notes as evidenced by an Officer’s Certificate officer's certificate of the Portfolio Manager to the effect that such amendment will modification would not have be materially adverse to the Holders of any Class of Notes; or (iv) to make any other change that does not materially and adversely affect the rights of the Holders. (i) If any Class A Notes are then Outstanding and are rated by Xxxxx'x and if any supplemental indenture modifies or amends any component of the Minimum Diversity Score/Maximum Rating/Minimum Spread Matrix or the definitions related thereto, such supplemental indenture shall be subject to (i) the consent of the Designated Class A Owner so long as the Designated Class A Voting Condition is satisfied, and (ii) either (x) satisfaction of the Xxxxx'x Rating Condition (or deemed inapplicability thereof pursuant to Section 14.16) or (y) the consent of each Holder of a material adverse effect on Class A Note to such supplemental indenture following notice to each such Holder that the Notes;then-current rating of the Class A Notes may be reduced or withdrawn as a result of such supplemental indenture. For the avoidance of doubt, the satisfaction, or deemed inapplicability pursuant to Section 14.16 of the Xxxxx'x Rating Condition shall not imply that the Holders are not materially and adversely affected by such supplemental indenture; and (ii) if any supplemental indenture permits the Issuer delivers to enter into a Synthetic Security or other hedge, swap or derivative transaction (each, a "Hedge Agreement"), the consent of a Majority of the Controlling Class and the consent of a Majority of the Subordinated Notes to such supplemental indenture must be obtained and such supplemental indenture shall require that, before entering into any such Hedge Agreement, the following additional conditions must be satisfied: (A) the Issuer's entry into such Hedge Agreement or Synthetic Security will not cause it to be considered a "commodity pool" as defined in Section 1a(10) of the Commodity Exchange Act, as amended, (B) the Issuer receives an Opinion of Counsel to that the Indenture Trustee stating that Issuer's entering into such amendment Hedge Agreement or Synthetic Security will not (A) cause any Note to be deemed sold or exchanged for purposes not, in and of Section 1001 of the Codeitself, (B) cause the Issuer to be treated become a "hedge fund or a private equity fund" as an association or publicly traded partnership taxable defined for the purposes of Section 13 of the Bank Holding Company Act, as a corporation for U.S. federal income tax purposes or amended, and (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; Xxxxx'x Rating Condition is satisfied (iiior deemed inapplicable pursuant to Section 14.16) the Rating Agency Condition and S&P has been satisfied with respect to such amendment; and (iv) notified with respect to the issuance of additional securities only, (A) payments of interest Issuer's entering into such Hedge Agreement or Synthetic Security and principal on such additional securities on each Payment Date will be subordinate Hedge Agreement or Synthetic Security shall comply with S&P's then-current criteria with respect to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Acthedge counterparties.

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Parent, the Subsidiary Guarantors and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions any Holder of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Notes hereto for any of the following purposes: (ia) to correct or expand the description of any property subject evidence a successor to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, Issuer as obligor or to subject additional property to any of the Lien of this Guarantors as a guarantor under the Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iiib) to add to the covenants of the Issuer, the Parent or any of their respective Subsidiaries, for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power conferred upon the Issuer Issuer, the Parent or any of their respective Subsidiaries, including the Subsidiary Guarantors, in this Indenturethe Indenture or in the Notes; (ivc) to convey, transfer, assign, mortgage or pledge any property to or with add Events of Default for the Indenture Trusteebenefit of the Holders of the Notes; (vd) to cure any ambiguity, to correct amend or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially the Indenture; provided that no amendment or supplement shall adversely affect the interests of the NoteholdersHolders of any Notes in any respect; (vie) to evidence secure the Notes; (f) to provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to Trustee or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this the Indenture by more than one trusteeTrustee; (g) to cure any ambiguity, defect or inconsistency in the Indenture; provided that this action shall not adversely affect the interests of the Holders of the Notes in any respect; (h) to comply with the TIA; (i) to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate satisfaction and discharge, legal defeasance or covenant defeasance pursuant to Article VI12; provided that the action shall not adversely affect the interests of the Holders of the Notes in any respect; (j) to conform the provisions of the Indenture, the Notes or the Guarantees to the description thereof contained in the “Description of notes” section in the Offering Memorandum; or (viik) to modify, eliminate provide for or confirm the issuance of Additional Notes. (l) to add to additional guarantors for the benefit of the Holders of the Notes. Any supplemental indenture authorized by the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as Section 10.01 may be required executed by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to Issuer, the Indenture Trustee. The Indenture Trustee is authorized to join in Parent, the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture. (b) The Issuer Subsidiary Guarantors and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act10.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company, when authorized by the resolutions of the Board of Directors and the Indenture Trustee, when directed by Issuer Orderat the Company’s expense, may enter, without the consent of the Noteholders but with prior notice by the Issuer from time to the Rating Agencies, time and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (ia) to To cure any ambiguity or correct any omission, manifest error, defect or expand the description of any property subject to the Lien of inconsistency in this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does will not materially adversely affect the interests of the Noteholders; (vib) to evidence provide for the acceptance assumption by a Successor Company of the appointment obligations of the Company under this Indenture pursuant to Article 12; (c) to add guarantees with respect to the Notes; (d) to provide for a successor Trustee in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; (e) to provide for the conversion of the Notes into Reference Property, to the extent that the Company and the Trustee deem such amendment necessary or advisable in connection with the conversion of the Notes into Reference Property; provided that no such amendment or supplement may impair the rights or interests of any Noteholder; (f) to increase the Conversion Rate; (g) to secure the Notes; (h) to add to the covenants of the Company such further covenants, restrictions or conditions for the benefit of the Noteholders or surrender any right or power conferred upon the Company; (i) to provide for the conversion of Notes in accordance with the terms of this Indenture; (j) to make any change that does not adversely affect the rights of any Noteholder in any material respect; provided that any amendment to conform the provisions of this Indenture and the Notes to the “Description of the Notes” section in the Offering Memorandum will not be deemed to be adverse to any Noteholder; (k) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (l) to appoint a successor trustee with respect to the Notes and to add to or change any Notes. Upon the written request of the provisions of this Indenture as will be necessary to facilitate Company, the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or (vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be contained therein contained, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer 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 11.01 may be executed by the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act11.02.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Company and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, and at any time enter into an indenture or indentures supplemental without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, into one or more indentures supplemental to this Indenture (which will conform to the provisions any Holder of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) Notes hereto for any of the following purposes: (ia) to correct or expand the description of any property subject evidence a successor to the Lien of this IndentureIssuer as obligor, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this IndentureReckson OP as Guarantor, or to subject additional property to the Lien of Company under this Indenture; (iib) to evidence add Events of Default for the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor benefit of the covenants Holders of the Issuer in this Indenture and in the Notes; (iiic) to secure the Notes; (d) to add to a Guarantor under the covenants of the Issuer, for the benefit of the Noteholders, Indenture or to surrender any right or power conferred upon release a Guarantor in accordance with the Issuer in this Indenture; (ive) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders; (vi) to evidence provide for the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to Trustee or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; orTrustee; (viif) to modifycure any ambiguity, eliminate defect or inconsistency in this Indenture; (g) to amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall materially adversely affect the interests of the Holders of any Notes then outstanding; and provided, further, that no modification or amendment to cure any ambiguity, defect or inconsistency in the indenture or the Notes made solely to conform the indenture to the “Description of Notes” contained in the Offering Memorandum will be deemed to adversely affect the interests of the Holders of the Notes; (h) to add to the provisions covenants of the Issuer, the Guarantor, or the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or the Company in this Indenture or in the Notes; (i) to provide for Global Notes in addition to or in place of Certificated Notes, as necessary provided in this Indenture; and (j) to effect the qualification of modify this Indenture under and the TIA and Notes to add to this Indenture such other provisions increase the Exchange Rate or reduce the Exchange Price; provided that the increase or reduction, as the case may be required by be, is in accordance with the TIAterms of the Notes or will not adversely affect the interests of the Holders of the Notes. All Upon an Issuer Request authorizing the execution of any supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to indenture, the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Issuer and the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in such its discretion, enter into any supplemental indenture. (b) The Issuer 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 10.01 may be executed by the Issuer, the Company and the Indenture Trustee, when directed by Issuer Order, may enter, Trustee without the consent of the Holders of any of the NoteholdersNotes at the time outstanding, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act10.02.

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

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

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company, when authorized by the resolutions of the Board of Trustees, and the Indenture TrusteeTrustee may, when directed by Issuer Orderfrom time to time, may enter, without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes: (i) to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture; (iia) to evidence the succession, in compliance with this Indenture, of that another Person has become the successor to the IssuerCompany under the provisions of this Indenture relating to consolidations, mergers and sales of assets and that the assumption by any such successor of assumes the covenants of the Issuer Company's covenants, agreements and obligations in this Indenture and in the Notes; (iiib) to surrender any of the Company's rights or powers under the Indenture (including, without limitation, the Company's right to pay any part of the Purchase Price with Common Shares with respect to any purchase of Notes by the Company at the option of the holders occurring on a date after the date of such amendment), to add to the Company's covenants further covenants, restrictions, conditions or provisions for the protection of the Issuerholders of all Notes, for the benefit and to make a default in any of the Noteholdersthese additional covenants, restrictions, conditions or to surrender any right provisions a default or power conferred upon the Issuer in an Event of Default under this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (vc) to cure any ambiguityambiguity or to make corrections to this Indenture, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or the Notes, or to add make such other provisions which are not inconsistent with the provisions of in regard to matters or questions arising under this Indenture so long as such action does that do not materially adversely affect the interests of any holders of the NoteholdersNotes; (vid) to modify or amend this Indenture to permit the qualification of this Indenture or any supplemental indenture under the Trust Indenture Act as then in effect; (e) to add guarantees with respect to the Notes or to secure the Notes; (f) to make any change that does not adversely affect the rights of any holder of the Notes under this Indenture; (g) to evidence and provide for the acceptance of the appointment under this Indenture of by a successor or separate trustee with respect to the Notes and this Indenture and to add to or change any of the provisions of this Indenture as will be necessary to facilitate provide for the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; orand (viih) to modifyestablish the forms or terms of the Notes. Upon the written request of the Company, eliminate accompanied by a copy of the resolutions of the Board of Trustees certified by its Secretary or add to Assistant Secretary authorizing the provisions execution of this Indenture as necessary to effect any supplemental indenture, the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA. All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further reasonably appropriate agreements and stipulations that may be therein contained in such supplemental indenture. (b) The Issuer and to accept the Indenture Trusteeconveyance, when directed by Issuer Order, may enter, without the consent transfer and assignment of any of property thereunder, but the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that adversely affects the Trustee's own rights, duties or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders immunities under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions: (i) the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes; (ii) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; (iii) the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Actotherwise.

Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trusteeand, when directed authorized by an Issuer Order, may enterthe Indenture Trustee may, from time to time, without the consent of the Noteholders any Noteholder but with prior written notice by the Issuer to the Rating Agencies, enter into one or more indentures supplemental to this Indenture hereto (which will shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental thereof), in form satisfactory to this Indenture) the Indenture Trustee, for any of the following purposes: (i) to correct or expand amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this IndentureIndenture additional property; (ii) to evidence the succession, in compliance with this Indenturethe applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture herein and in the NotesNotes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer in this IndentureIssuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision in this Indenture herein or in any supplemental indenture that which may be inconsistent with any other provision in this Indenture herein or in any supplemental indenture or to add make any other provisions which are not inconsistent with the provisions of respect to matters or questions arising under this Indenture so long as or in any supplemental indenture; provided that such action does amendment shall not materially adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment under this Indenture of hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will shall be necessary to facilitate the administration of the trusts under this Indenture hereunder by more than one trustee, 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 Trust Indenture Act 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. All supplemental indentures pursuant Trust Indenture Act; or (viii) to add, modify or eliminate such provisions as may be necessary or advisable in order to enable (x) the transfer to the Issuer of all or any portion of the Trust Student Loans to be derecognized as a sale under GAAP by the Depositor, (y) the Issuer to avoid becoming a member of Depositor’s consolidated group under GAAP or (z) the Depositor 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; it being a condition to any such amendment under this Section 9.1(a9.1(a)(viii) will that the Rating Agency Condition be in form reasonably satisfactory to the Indenture Trusteesatisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenturetherein contained. (b) The Issuer and the Indenture Trusteeand, when directed authorized by an Issuer Order, may enterthe Indenture Trustee may, also without the consent of any of the NoteholdersNoteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental to this Indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities other than any amendment described in exchange for all or a portion of the Residual InterestSection 9.2 hereof; provided, subject to the following conditions: (i) the Issuer delivershowever, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will shall not have a adversely affect in any material adverse effect on respect the Notes;interests of any Noteholder. (iic) An amendment will be deemed not to materially adversely affect the Issuer interests of any Noteholder if the party requesting the amendment obtains and delivers to the other parties hereto an Opinion of Counsel to that effect. (d) Notwithstanding anything in this Section 9.1 to the contrary, no amendment, modification or supplement to this Indenture Trustee stating that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 may significantly change the permitted activities of the Code, (B) cause Issuer set forth in Section 2.3 of the Issuer to be treated as an association or publicly traded partnership taxable as Trust Agreement without the consent and approval of a corporation for U.S. federal income tax purposes or (C) adversely affect majority of the treatment Outstanding Amount of the Notes as debt for U.S. federal income tax purposes; (iii) and a majority of the Rating Agency Condition has been satisfied with respect to such amendment; and (iv) with respect to aggregate Percentage Interests of the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities ActCertificates.