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

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice made available by the Administrator to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by an Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental indenture or make any other provisions with respect to matters or questions arising under this Indenture, which Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action shall provisions do not adversely affect in any material respect the interests of the Holders Noteholders, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the Certificateholders; provided, that the amendment provisions of this Indenture as shall be deemed not necessary to adversely affect in any material respect facilitate the interests administration of the Holders trusts hereunder by more than one trustee, pursuant to the requirements of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionArticle Six; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. An opinion as to certain tax matters, as described under Section 9.01(b)(iii) below, must be delivered in connection with any amendment pursuant to this Section. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (b) The Issuer and the Indenture Trustee, when requested by an Issuer Request, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder (as evidenced by an Officer’s Certificate of the Issuer), (ii) the Rating Agency Condition shall have been satisfied with respect to such action, and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Vehicle Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (c) Each amendment described above shall be deemed not to materially and adversely affect the interests of any holder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.2, without the consent of the Holders of Noteholders or any Notesother Person, the Trust Issuing Entity and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuing Entity Request), may enter into one or more indenture indentures supplemental heretohereto for the purpose of adding any provisions to, or changing in form satisfactory any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) any supplement that materially and adversely affects the interests of the Noteholders shall require the consent of Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, voting as a single class, and (ii) any supplement that materially and adversely affects the interests of the Indenture Trustee, the Owner Trustee, the Servicer, the Certificateholders or the Administrator shall require the prior written consent of the Persons whose interests are materially and adversely affected; provided further, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, for any of (A) affect the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders treatment of the Notes as debt for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuing Entity, the Depositor or the Certificateholders; provided, that the amendment Titling Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. A supplement shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionCondition is satisfied with respect to such supplement. The consent of the Servicer, the Certificateholders or the Administrator shall be deemed to have been given if the Servicer does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Notwithstanding anything herein to the contrary, any term or provision of this Indenture may be amended by the Issuing Entity and the Indenture Trustee (when so directed by an Issuing Entity Request) without the consent of any of the Noteholders or any other Person to add, modify or eliminate any provisions as may be necessary or advisable in order to comply with or obtain more favorable treatment under or with respect to any law or regulation or any accounting rule or principle (whether now or in the future in effect); orit being a condition to any such amendment that the Rating Agency Condition shall have been satisfied. (d) Prior to the execution of any supplemental indenture, the Issuing Entity shall provide each Rating Agency with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee. (e) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (f) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to modifythis Section or Section 9.2, eliminate or add the Indenture Trustee shall transmit to the provisions of this Indenture Noteholders to which such extent as shall amendment or supplemental indenture relates a notice (to 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 provided by the TIAIssuing Entity) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of any Noteholders but with prior notice to the Note Insurer and without the consent of the Holders of any NotesRating Agencies, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNoteholders, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein that or in any supplemental indenture which may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect in any material respect the interests of the Holders Noteholders; (vi) to evidence and provide for the acceptance of the Notes or the Certificateholders; provided, that the amendment shall be deemed not appointment hereunder by a successor trustee with respect to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of this Indenture as shall be necessary to facilitate the administration of the Rating Agency Conditiontrusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders, but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. With The Issuer, when authorized by the consent resolutions of the Note Insurer and without the consent Board of the Holders of any NotesDirectors, the Trust and the Indenture TrusteeTrustees may, at any time and from time to time, may and at any time enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another Person to the lien of this IndentureIssuer, or better successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle 12; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceIssuer such further covenants, authentication restrictions or conditions as the Board of Directors and delivery the Trustees shall consider to be for the benefit of any the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, additional conditionsrestriction or condition, limitations and restrictions thereafter such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to be observedthe Trustees upon such default; (c) to evidence provide for the succession issuance under this Indenture of another Person Notes in coupon form (including Notes registrable as to the Trust principal only) and to the extent permitted herein, and the assumption by any provide for exchangeability of such successor of the covenants of the Trust herein and in Notes with the Notes containedissued hereunder in fully registered form and to make all appropriate changes for such purpose; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision hereincontained herein or in any supplemental indenture, or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, which Indenture that shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Holders holders of the Notes or Notes; (e) to evidence and provide for the Certificateholders; provided, that acceptance of appointment hereunder by a successor trustee with respect to the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; orNotes; (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification qualifications of this Indenture under the TIA Trust Indenture Act, or under any similar federal statute hereafter enactedenacted or the Securities Law; or (g) to make any other change that does not adversely affect any right of the holders of Notes under this Indenture. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustees are hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to add to accept the conveyance, transfer and assignment of any property thereunder, but the Trustees shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustees’ own rights, duties or immunities under this Indenture such other or otherwise. Any supplemental indenture authorized by the provisions as of this Section 11.01 may be expressly required executed by the TIAIssuer and the Trustees without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.02 provided, the Trustee and the Co-Trustee shall have received an opinion of counsel stating that such supplemental indenture does not adversely affect any rights of the Noteholders.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any NotesThe Company, the Trust and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another corporation to the lien of this IndentureCompany, or better successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle Eleven hereof; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceCompany such further covenants, authentication restrictions, conditions or provisions as its Board of Directors and delivery the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any Notes, or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, additional conditionswith such period of grace, limitations if any, and restrictions thereafter subject to be observedsuch conditions as such Supplemental Indenture may provide; (c) to evidence add to or change any of the succession provisions of another Person this Indenture to provide for the Trust issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the extent permitted hereinpayment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the assumption by issuance of Notes in uncertificated form, provided any such successor action shall not adversely affect the interests of the covenants holders of the Trust herein and Notes of any series in the Notes containedany material respect; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any Supplemental Indenture which may be defective or inconsistent with any other provision herein, contained herein or in any Supplemental Indenture; or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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.not

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this the 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 the Indenture, or to subject to the lien of this the Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with Section 3.11, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or Notes; (vi) to evidence and provide for the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests acceptance of the Holders of appointment hereunder by a successor indenture trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of the Rating Agency Condition; orIndenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; (fvii) to modify, eliminate or add to the provisions of this the Indenture to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA; or (viii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.11. Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) Issuer and Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Holders of the Notes under the Indenture; provided, however that Transferor shall have delivered to the Owner Trustee and Indenture Trustee an Officer’s Certificate, dated the date of any such action, stating that all requirements for such amendments contained in the Indenture have been met and Transferor reasonably believes that such action will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor shall have delivered to Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 10.01(b), (2) the Rating Agency Condition shall have been satisfied and (3) each of the Owner Trustee and the Indenture Trustee shall have consented to such amendment if it affects their respective rights, duties, protections, indemnities, immunities or obligations hereunder.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuer and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, for any the Owner Trustee or the Administrator shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Certificateholders, the Owner Trustee or the Certificateholders; providedAdministrator, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of (i) the Rating Agency Condition; orCondition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to modifyascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, eliminate or add the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or supplemental indenture. (g) Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of the Indenture Trustee, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such extent as shall be necessary supplement to effect the qualification Rating Agencies and the Indenture Trustee on or prior to the date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Indenture Trustee’s, the Calculation Agent’s, Paying Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Calculation Agent’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of this Indenture under doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as indenture may be expressly required by retroactive (including retroactive to the TIABenchmark Replacement Date) and the indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. With Without the consent of the Note Insurer and without Noteholders but with prior written notice to the consent of the Holders of any NotesRating Agencies, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes containedNotes; (dc) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNoteholders, or to surrender any right or power herein conferred upon the TrustIssuer; (d) to mortgage or pledge any property to or with the Indenture Trustee; (e) to replace the Reserve Account with another form of credit enhancement; provided that the Rating Agency Condition is satisfied; (f) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which that such action shall not be inconsistent materially adversely affect the interests of the Noteholders; (g) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the provisions of this IndentureIndenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, provided 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 action shall amendment will not adversely affect in any material respect the interests of the Holders of the Notes Noteholders; or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or700148678 06142559 (fi) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without Without the consent of the Holders of any NotesNotes or the Swap Provider, the Trust Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust Issuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (d) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders or the Swap Provider (unless the consent of the Swap Provider is obtained) and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax if the Person requesting the amendment obtains either (i) an Opinion of Counsel delivered to, but not at the expense of, the Indenture Trustee, to such effect or (ii) written confirmation of the satisfaction of the Rating Agency Condition.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuer and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, for any the Owner Trustee or the Administrator shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Certificateholders, the Owner Trustee or the Certificateholders; providedAdministrator, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of (i) the Rating Agency Condition; orCondition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to modifyascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, eliminate or add the Servicer shall deliver to the provisions of this Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such extent as shall be necessary to effect the qualification of this Indenture under the TIA amendment or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIAsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the CertificateholdersCertificateholders and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be characterized as an association (or a publicly traded partnership) taxable as a corporation or a taxable mortgage pool for United States federal income tax purposes if the Person requesting the amendment obtains either (i) an Opinion of Counsel delivered to, but not at the expense of, the Indenture Trustee or to the Note Insurer, to such effect or (ii) written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior written notice to the Rating Agencies and, in the case of clause (viii), satisfaction of the Rating Agency Condition, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, Collateral or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture add additional propertycollateral; (bii) to provide for the assumption of the Note and the Indenture obligations by a permitted successor to the Trust; (iii) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurerrelated Noteholders, or to surrender any right rights or power herein conferred upon the Trust; (eiv) to convey, transfer, assign mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to ambiguity or correct or supplement any provision herein that in the Indenture or any supplemental indenture which may be defective or inconsistent with any other provision herein, of the Indenture or in any supplemental indenture; (vi) to provide for the acceptance of the appointment of a successor Indenture Trustee or to amend add or change any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with of the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment Indenture as shall be deemed not necessary and permitted to adversely affect in any material respect facilitate the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; oradministration by more than one trustee; (fvii) to modify, eliminate or add to the provisions of the Indenture in order to comply with the Trust Indenture Act of 1939, as amended; or (viii) to add any provisions to, change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of Noteholders under such Indenture; provided that any action specified in this clause (viii) shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Noteholder unless Noteholder consent is otherwise obtained as described herein. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture to or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such extent action shall not, as shall be necessary to effect evidenced by an Opinion of Counsel, adversely affect in any material respect the qualification interests 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 TIANoteholder.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust The Company and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a1) To cure any ambiguity, manifest error or defect or (2) cure any omission or inconsistency; provided, however, that in the case of clause (2), the rights of the Noteholders are not adversely affected in any material respect; provided further, however, that any amendment to correct or amplify conform the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien provisions of this Indenture additional propertyor the Notes to the “Description of Notes” section in the Prospectus Supplement will be deemed not to be adverse to any Noteholder; (b) to add to provide for the conditions, limitations and restrictions on the authorized amount, terms and purposes assumption by a Successor Company of the issuance, authentication and delivery obligations of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter the Company under this Indenture pursuant to be observedArticle 12; (c) to evidence the succession of another Person add guarantees with respect to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes containedNotes; (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, however, 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 TrustCompany such further covenants, restrictions or conditions for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustCompany; (ei) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent provide for the conversion of Notes in accordance with the provisions terms of this Indenture, provided ; (j) to make any change that such action shall does not adversely affect the rights of any Noteholder in any material respect the interests of the Holders of the Notes or the Certificateholdersrespect; provided, however, that the any amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to conform the provisions of this Indenture or the Notes to such extent as shall the “Description of the Notes” section in the Prospectus Supplement will be necessary deemed not to effect be adverse to any Noteholder; (k) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA Trust Indenture Act; or (l) to appoint a successor trustee with respect to the Notes. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under any similar federal statute hereafter enacted, and to add to this Indenture such other or otherwise. Any supplemental indenture authorized by the provisions as of this Section 11.01 may be expressly required executed by the TIACompany and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuer and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, for any the Owner Trustee or the Administrator shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Certificateholders, the Owner Trustee or the Certificateholders; providedAdministrator, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of (i) the Rating Agency Condition; orCondition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. 46 (NAROT 2023-B Indenture) (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to modifyascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, eliminate or add the Servicer shall deliver to the provisions of this Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such extent as shall be necessary to effect the qualification of this Indenture under the TIA amendment or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIAsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With Without the consent of the Note Insurer and without Noteholders but with prior written notice to the consent of the Holders of any NotesRating Agencies, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee a Lien on any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes containedNotes; (dc) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNoteholders, or to surrender any right or power herein conferred upon the TrustIssuer; (d) to mortgage or pledge any property to or with the Indenture Trustee; (e) to replace the Reserve Account with another form of credit enhancement; provided that the Rating Agency Condition is satisfied; (f) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Holders Noteholders; (g) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the Certificateholders; provided, that the amendment provisions of this Indenture as shall be deemed not necessary to adversely affect in any material respect facilitate the interests administration of the Holders trusts hereunder by more than one trustee, pursuant to the requirements of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionArticle VI; or (fh) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuer and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, for any the Owner Trustee or the Administrator shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Certificateholders, the Owner Trustee or the Certificateholders; providedAdministrator, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of (i) the Rating Agency Condition; orCondition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. 45 (NAROT 2022-B Indenture) (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to modifyascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, eliminate or add the Servicer shall deliver to the provisions of this Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such extent as shall be necessary to effect the qualification of this Indenture under the TIA amendment or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIAsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of any holders of the Note Insurer Notes but with prior notice to the Rating Agencies and without the prior written consent of Ambac (provided that Ambac is then the Holders of any NotesControlling Party), the Trust 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 indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein that or in any supplemental indenture which may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not materially adversely affect the interests of the holders of the Notes; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Administrator, on behalf of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the holders of the Notes but upon satisfying the Rating Agency Condition and with the consent of Ambac (provided that Ambac is then the Controlling Party), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, including changing the Auction Procedures for the Auction Rate Notes, or modifying in any manner the rights of Ambac or the holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of Ambac (provided that Ambac is then the Holders Controlling Party) or any holder of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIANotes.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuer and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuer Order), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a majority of the Outstanding Amount voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Certificateholders, the Indenture Trustee, for any the Owner Trustee or the Administrator shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Certificateholders, the Owner Trustee or the Certificateholders; providedAdministrator, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer Noteholders if the Person requesting the amendment obtains written confirmation of the satisfaction of (i) the Rating Agency Condition; orCondition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this Section or Section 9.02, the Issuer shall provide each Rating Agency, the Certificateholders, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuer shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Certificateholders, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuer) setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (f) The Indenture Trustee shall be under no obligation to modifyascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such amendment or supplemental indenture, eliminate or add the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to such amendment or supplemental indenture. (g) Notwithstanding anything under this Section 9.01 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be supplemented by the Issuer without the consent of the Indenture Trustee, the Paying Agent, the Owner Trustee, any Noteholder or any other Person, and without satisfying any other provisions of this Indenture related to supplements thereto or in any other Basic Document, solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such extent as shall be necessary supplement to effect the qualification Rating Agencies and the Indenture Trustee on or prior to the date such supplement is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes will not affect the Indenture Trustee’s, the Calculation Agent’s or the Owner Trustee’s rights, indemnities or obligations without the Indenture Trustee’s, the Paying Agent’s or the Owner Trustee’s consent, respectively. For the avoidance of this Indenture under doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any supplement to the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as indenture may be expressly required by retroactive (including retroactive to the TIABenchmark Replacement Date) and the indenture may be supplemented more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes(a) The Issuer, the Trust by an Issuer Order, and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or ; provided such action pursuant to subject this clause (i) shall not adversely affect the interests of the Noteholders in any respect; (ii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the lien Notes and to add to or change any of the provisions of this Indenture additional property;as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.09 and Section 7.11 hereof; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (eiii) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, ; provided that such action pursuant to this clause (iii) shall not adversely affect in any material respect the interests of the Holders of Notes. (b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the Notes or the Certificateholders; providedeffectiveness thereof, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes each Noteholder and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; ora copy of any supplemental indenture entered into pursuant to this Section 9.01 hereof. (fc) Provided that all other conditions precedent have been satisfied, the Indenture Trustee shall approve any supplemental indenture for which it receives written confirmation from the Rating Agency that such supplemental indenture will not cause the Rating Agency to modifyreduce, eliminate qualify or add withdraw the then current rating assigned to the provisions any Class of this Indenture to such extent as shall be necessary to effect the qualification Notes (and any Opinion 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 Counsel requested by the TIAIndenture Trustee in connection with any such supplemental indenture may rely expressly on such confirmation as the basis therefor).

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust The Company and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct cure any ambiguity, omission, defect or amplify inconsistency in this Indenture or the description Notes in a manner that does not adversely affect the rights of any property at Noteholder in any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertymaterial respect; (b) to add conform the terms of the Indenture or the Notes to the conditions, limitations and restrictions on description thereof in the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedOffering Memorandum; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and provide for the assumption by any such successor a Successor Entity of the covenants obligations of the Trust herein and in the Notes containedCompany under this Indenture pursuant to Article 10; (d) to make any change, deemed necessary or appropriate by the Board of Directors, due to the Settlement Amount being determined based upon Reference Property in accordance with Section 12.05, in a manner that does not adversely affect the rights of any Noteholder in any material respect; (e) to add guarantees with respect to the Notes; (f) to secure the Notes; (g) to add to the covenants of the TrustCompany such further covenants, restrictions or conditions for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustCompany; (eh) to cure make any ambiguitychange that does not adversely affect the rights of any holder in any material respect; (i) to appoint a successor Trustee with respect to the Notes; or (j) to comply with any requirements under the Trust Indenture Act, if applicable. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to correct or supplement make any provision herein further appropriate agreements and stipulations that may be defective or inconsistent with any other provision hereintherein contained, or to amend any other provisions with respect to matters or questions arising under this Indenture, which but the Trustee shall not be inconsistent with obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 9.01 may be executed by the interests Company and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 9.02.

Supplemental Indentures Without Consent of Noteholders. With The Issuer, when authorized by the consent resolutions of the Note Insurer Board of Directors, and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto without the consent of the Holders holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into Notes for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject evidence a successor to the lien Issuer and the assumption by that successor of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to obligations of the lien of this Indenture, or to subject to the lien of Issuer under this Indenture additional propertyand the Notes; (b) to add to provide for the conditions, limitations and restrictions on the authorized amount, terms and purposes conversion rights of holders of the issuanceNotes if any reclassification or change of shares of Common Stock or any consolidation, authentication and delivery merger or sale of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedall or substantially all of the property or assets of the Issuer occurs; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, Issuer for the benefit of the Holders holders of all the Notes and the Note Insurer, or to surrender any right or power herein conferred upon the TrustIssuer; (d) to secure the obligations of the Issuer in respect of the Notes; (e) to add guarantees; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; (h) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective inconsistency in this Indenture or inconsistent with make any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which the Issuer may deem necessary or desirable and which shall not be inconsistent with provisions of this Indenture; provided that such modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the holders of the Notes in any material respect; (i) to add or modify any provision with respect to matters or questions arising under this Indenture which the Issuer and the Trustee may deem necessary or desirable and which shall not adversely affect the interests of the holders of the Notes in any material respect; or (j) to modify any provision of this Indenture to conform that provision to the description thereof set forth in the Offering Memorandum. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further 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 its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 9.01 may be executed by the interests Issuer and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 9.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the CertificateholdersHolders of the Trust Certificates; provided, that the amendment shall -------- not be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by a Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental indenture or make any other provisions with respect to matters or questions arising under this Indenture, which Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action other provisions shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionNoteholders; or (fvi) to modify, eliminate evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the 49 Indenture provisions of this Indenture to such extent as shall be necessary to effect facilitate the qualification administration of this the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six. The Indenture under Trustee is hereby authorized to join in the TIA or under execution of any similar federal statute hereafter enacted, such supplemental indenture and to add to this Indenture such other provisions make any further appropriate agreements and stipulations as may be expressly required therein contained. (b) The Issuer and the Indenture Trustee, when requested by a Issuer Request, may enter into an indenture or indentures supplemental hereto for the TIApurpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any NotesThe Company, the Trust when authorized by a Board Resolution, and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject add to the lien covenants of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to Company for the lien benefit of this Indenture, or to subject to the lien holders of this Indenture additional propertyNotes; (b) to add to surrender any right or power herein conferred upon the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedCompany; (c) to provide for conversion rights of holders of Notes if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs; (d) to provide for the assumption of the Company’s obligations to the Noteholders in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to the terms hereof; (e) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (f) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided, however, that such action pursuant to this clause (f) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the holders of Notes in any material respect; (g) to evidence and provide the acceptance of the appointment of a successor trustee hereunder; (h) to add guarantees with respect to the Notes or secure the Notes; (i) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; provided, however, that such action pursuant to this clause (i) does not, in the good faith opinion of the Board of Directors (as evidenced by a Board Resolution), adversely affect the interests of the Noteholders in any material respect; (j) to evidence the succession of another Person to the Trust to Company or any other obligor upon the extent permitted hereinNotes, and the assumption by any such successor of the covenants of the Trust Company or such obligor herein and in the Notes contained;Notes, in each case in compliance with the provisions of this Indenture; or (dk) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend modify any other provisions herein with respect to matters or questions arising under this Indenturehereunder that the Company and the Trustee may deem necessary or desirable and that will not adversely affect the interests of the Noteholders. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be inconsistent with obligated to, but may in its discretion, enter into any supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 9.01 may be executed by the interests Company and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIAtime outstanding.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuing Entity and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuing Entity Request), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially 66 (NALT 20[●]-[●] Indenture) and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not materially and adversely affect the Noteholders, in form satisfactory to and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Trust Certificateholder, the Indenture Trustee, for any the Owner Trustee or the Administrative Agent shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Trust Certificateholder, the Owner Trustee or the Certificateholders; providedAdministrative Agent, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders Noteholders if (i) the Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. [Notwithstanding the foregoing, this Indenture may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.] (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee shall receive an Opinion of Counsel to the effect that such action shall not (A) affect the treatment of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation as debt for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the satisfaction of Notes for U.S. federal income tax purposes or (C) cause the Rating Agency Condition; orIssuing Entity, the Depositor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. (f) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to modifythis Section, eliminate or add the Indenture Trustee shall mail to the provisions 67 (NALT 20[●]-[●] Indenture) Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuing Entity) setting forth in general terms the substance of this such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (g) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such extent as amendment or supplemental indenture, the Servicer shall be necessary deliver to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enactedTrustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to add to this Indenture such other provisions as may be expressly required by the TIAamendment or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by a Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental indenture or make any other provisions with Indenture 48 respect to matters or questions arising under this Indenture, which Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action other provisions shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionNoteholders; or (fvi) to modify, eliminate evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect facilitate the qualification administration of this the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six. The Indenture under Trustee is hereby authorized to join in the TIA or under execution of any similar federal statute hereafter enacted, such supplemental indenture and to add to this Indenture such other provisions make any further appropriate agreements and stipulations as may be expressly required therein contained. (b) The Issuer and the Indenture Trustee, when requested by a Issuer Request, may enter into an indenture or indentures supplemental hereto for the TIApurpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. With (a) ---------------------------------------------------------- Without the consent of the Holders of any Notes but with the consent of the Note Insurer and without prior notice to the consent of Rating Agencies and the Holders of any NotesNote Insurer, the Trust Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indenture supplemental heretoindentures supplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Holders of the Notes; provided further that such supplement shall be deemed not to materially adversely affect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting such supplement delivers to the amendment obtains written confirmation of the satisfaction of the Indenture Trustee a letter from each Rating Agency Conditionto the effect that such supplement will not cause such Rating Agency to lower or withdraw its current rating on the Notes without regard to the Note Insurance Policy; or (fvi) to modify, eliminate or evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect facilitate the qualification administration of this the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; provided, however, that no such indenture supplements shall be entered into unless the Indenture under Trustee shall have received an opinion of counsel stating that entering into such indenture supplement will not have any material adverse tax consequences to the TIA Noteholders; and provided, further, that no indenture supplement shall amend or under modify the rights of the Swap Counterparty without the consent of the Swap Counterparty. The Indenture Trustee is hereby authorized to join in the execution of any similar federal statute hereafter enacted, such supplemental indenture and to add to this Indenture such other provisions as make any further appropriate agreements and stipulations that may be expressly required by the TIAtherein contained.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes(a) The Issuer, the Trust by an Issuer Order, and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, without the consent of any Noteholder, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or ; provided that such action pursuant to subject this clause (i) shall not adversely affect the interests of the Noteholders in any material respect; or (ii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the lien Notes and to add to or change any of the provisions of this Indenture additional property;as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.9; or (biii) to add conform the provisions of this Indenture to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;Offering Circular; or (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (eiv) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision hereinherein or with the Offering Circular, or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, ; provided that such action pursuant to this clause (iv) shall not adversely affect in any material respect the interests of the Holders of Notes in any material respect. (b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the Notes or effectiveness thereof, to each Noteholder and the Certificateholders; provided, that the amendment Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section 9.1. (c) A supplemental indenture shall be deemed not to adversely affect in any material respect any Noteholder if the interests of Indenture Trustee receives written confirmation from each Rating Agency that such supplemental indenture will not cause such Rating Agency to reduce, qualify or withdraw the Holders of then current rating assigned to the Notes (and the Note Insurer if the Person requesting the amendment obtains written confirmation any Opinion of the satisfaction of the Rating Agency Condition; or (f) 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 Counsel requested by the TIAIndenture Trustee in connection with any such supplemental indenture may rely expressly on such confirmation as the basis therefor).

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust The Issuers and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct convey, transfer, assign, mortgage or amplify the description of any property at any time subject pledge to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee as Security for the Senior Notes any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyassets; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision herein that contained herein, in the Senior Notes or in any supplemental indenture which may be defective or inconsistent with any other provision herein, contained herein or in the Senior Notes or in any supplemental indenture; or to amend make any other changes to such provisions with respect or to add provisions in regard to matters or questions arising under this Indenture, the Senior Notes or under any supplemental indenture as the Issuers and the Indenture Trustee may deem necessary or desirable and which shall not adversely affect the interests of the Noteholders; and (c) to amend Article II of this Indenture, and any other applicable provision herein, to reflect changes made to the Securities Act, the Investment Company Act and, in each case, the rules and regulations thereunder, which have the effect of invalidating, or deviating from the initial intent of, any provision herein. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be inconsistent with therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which affects the Indenture Trustee's own rights, duties or immunities under this Indenture or under the other Transaction Documents or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 12.01 may be executed without the interests consent of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders Senior Notes at the time Outstanding, notwithstanding any of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 12.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without Without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the CertificateholdersCertificateholders and will not prevent the Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and will not prevent the Note Insurer Notes from being characterized as debt for United States federal income tax purposes or cause the Issuer to be subject to federal income tax if the Person requesting the amendment obtains either (i) an Opinion of Counsel delivered to, but not at the expense of, the Indenture Trustee, to such effect or (ii) written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with the consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with prior notice to the Rating Agencies by the Issuer, the Trust 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 indenture indentures supplemental hereto, in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer (provided that an Insurer Default has not occurred and is continuing), for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein that or in any supplemental indenture which may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionNotes; or (fvi) to modify, eliminate or evidence and provide for the acceptance of the appointment hereunder by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of this Indenture to such extent as shall be necessary to effect facilitate the qualification administration of this the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VIII; provided that, if an Insurer Default has occurred and is continuing, the Insurer's prior written consent shall be required if such indenture supplement would materially and adversely affect the interests of the Insurer. The Indenture under Trustee is hereby authorized to join in the TIA or under execution of any similar federal statute hereafter enacted, such supplemental indenture and to add to this Indenture such other provisions as make any further appropriate agreements and stipulations that may be expressly required by therein contained not inconsistent with the TIAforegoing.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any NotesThe Company, the Trust and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another corporation to the lien of this IndentureCompany, or better successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle Eleven hereof; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceCompany such further covenants, authentication restrictions, conditions or provisions as its Board of Directors and delivery the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any Notes, or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, additional conditionswith such period of grace, limitations if any, and restrictions thereafter subject to be observedsuch conditions as such Supplemental Indenture may provide; (c) to evidence add to or change any of the succession provisions of another Person this Indenture to provide for the Trust issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the extent permitted hereinpayment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the assumption by issuance of Notes in uncertificated form, provided any such successor action shall not adversely affect the interests of the covenants holders of the Trust herein and Notes of any series in the Notes containedany material respect; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any Supplemental Indenture which may be defective or inconsistent with any other provision herein, contained herein or in any Supplemental Indenture; or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action Indenture as shall not adversely affect in any material respect the interests of the Holders holders of the Notes including provisions necessary or desirable to provide for or facilitate the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests administration of the Holders of trusts hereunder; (e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate one 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, more series and to add to this Indenture such other provisions as may be expressly required by the TIA.or change

Supplemental Indentures Without Consent of Noteholders. With The Issuer, when authorized by the consent resolutions of the Note Insurer Board of Directors, and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into Notes hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject evidence a successor to the lien Issuer and the assumption by that successor of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to obligations of the lien of this Indenture, or to subject to the lien of Issuer under this Indenture additional propertyand the Notes; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes provide for conversion right of holders of the issuanceNotes if any reclassification or change of shares of Common Stock or any consolidation, authentication and delivery merger or sale of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedall or substantially all of the property or assets of the Issuer; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, Issuer for the benefit of the Holders holders of all the Notes and the Note Insurer, or to surrender any right or power herein conferred upon the TrustIssuer; (d) to secure the obligations of the Issuer in respect of the Notes; (e) to add guarantees; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; (h) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective inconsistency in this Indenture or inconsistent with make any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which the Issuer may deem necessary or desirable and which shall not be inconsistent with provisions of this Indenture; provided that such modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the holders of the Notes in any material respect; (i) to add or modify any provision with respect to matters or questions arising under this Indenture which the Issuer and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of the Notes in any material respect; or (j) to modify any provision of this Indenture to conform that provision to the description thereof set forth in the Offering Memorandum. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further 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 its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 9.01 may be executed by the interests Issuer and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 9.02.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by a Issuer Request, at any time and from time to time, may enter into one or more indenture Indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental Indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental Indenture or make any other provisions with respect to matters or questions arising under this Indenture, which Indenture or in any supplemental Indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action other provisions shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionNoteholders; or (fvi) to modify, eliminate evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the Indenture provisions of this Indenture to such extent as shall be necessary to effect facilitate the qualification administration of this the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six. The Indenture under Trustee is hereby authorized to join in the TIA or under execution of any similar federal statute hereafter enacted, such supplemental Indenture and to add to this Indenture such other provisions make any further appropriate agreements and stipulations as may be expressly required therein contained. (b) The Issuer and the Indenture Trustee, when requested by a Issuer Request, may enter into an Indenture or Indentures supplemental hereto for the TIApurpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of any Noteholders but with prior notice to the Note Insurer and without the consent of the Holders of any NotesRating Agencies, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNoteholders, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein that or in any supplemental indenture which may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or 41 questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially adversely affect in any material respect the interests of the Holders Noteholders; (vi) to evidence and provide for the acceptance of the Notes or the Certificateholders; provided, that the amendment shall be deemed not appointment hereunder by a successor trustee with respect to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of this Indenture as shall be necessary to facilitate the administration of the Rating Agency Conditiontrusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without Without the consent of the Holders of any NotesNotes but with prior notice to the Rating Agencies, the Trust Issuer(, the Swap Counterparty) and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof as provided in Section 9.05), in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (ei) to cure any ambiguity, ambiguity or mistake; (ii) to correct any defective provisions or to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein or in any supplemental indenture; (iii) to add to the covenants or duties of the Depositor and/or the Administrator herein, or ; (iv) to amend add any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of any supplemental indenture or any Enhancement; provided, however, that any such supplemental indenture pursuant to this Indenture, provided that such action clause (iv) shall not adversely affect in any material respect the interests of the Holders any Noteholders or Certificateholders, as evidenced by an Opinion of Counsel; (v) to comply with any provisions of the Notes or Code; (vi) to evidence and provide for the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests acceptance of the Holders of appointment hereunder by a successor trustee with respect to the Notes and to add to or change any provisions of this Indenture as shall be necessary to facilitate the Note Insurer if the Person requesting the amendment obtains written confirmation administration of the satisfaction trusts hereunder by more than one trustee, pursuant to the requirements of the Rating Agency ConditionArticle VI; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIATIA or such other similar federal statute. Any supplemental indenture pursuant to clause (iv) above of this Section 9.01, shall be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder if the Indenture Trustee receives an Opinion of Counsel to that effect or a written confirmation from each Rating Agency that such supplemental indenture shall not cause the reduction or withdrawal of the ratings assigned to the Notes or the Certificates, as applicable. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by an Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental indenture or make any other provisions with respect to matters or questions arising under this Indenture, which Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action other provisions shall not adversely affect in any material respect the interests of the Holders Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the Certificateholders; provided, that the amendment provisions of this Indenture as shall be deemed not necessary to adversely affect in any material respect facilitate the interests administration of the Holders trusts hereunder by more than one trustee, pursuant to the requirements of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionArticle Six; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. An opinion as to certain tax matters, as described under Section 9.01(b)(iii) below, must be delivered in connection with any amendment pursuant to this Section. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (b) The Issuer and the Indenture Trustee, when requested by an Issuer Request, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Holder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action, and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Vehicle Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (c) Each amendment described above shall be deemed not to materially and adversely affect the interests of any holder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. With the prior written consent of the Note Insurer and prior written notice to the Rating Agencies and the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), but without first obtaining the prior written consent of the Holders of any NotesNoteholder, the Trust Issuer and the Indenture TrusteeTrustee or the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), at any time and from time to timewhen authorized by an Issuer Order, may enter into one an indenture or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) hereto to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture; provided, which shall not be inconsistent with the provisions of this Indenturehowever, provided that such action shall not adversely affect in any material respect the interests of any Noteholder, the Holders of Swap Counterparty (unless the Notes Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if (without the Person requesting prior written consent of such Noteholder, the amendment obtains written confirmation of Swap Counterparty or the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add Note Insurer). No supplemental indenture shall be effective as to the provisions of this Indenture Servicer, to the extent such supplemental indenture is disadvantageous to the Servicer, unless the Servicer has given its written consent 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 TIAsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With The Company, when authorized by the consent resolutions of the Note Insurer and without the consent Board of the Holders of any NotesDirectors, the Trust and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time amend this First Supplemental Indenture or enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:purposes (which shall be in addition to the enumerated purposes set forth in Section 901 of the Indenture, other than Section 901(j)): (a) to correct or amplify the description of any property at any time subject make provision with respect to the lien conversion rights of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected Noteholders pursuant to the lien requirements of this Indenture, or to subject to the lien of this Indenture additional propertySection 4.05; (b) to add providing for the assumption of our obligations to the conditionsNoteholders in the case of a merger, limitations and restrictions on the authorized amountconsolidation, terms and purposes of the issuanceconveyance, authentication and delivery of any Notessale, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedtransfer or lease; (c) to evidence increase, from time to time, the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and Conversion Rate in the Notes containedmanner described in this First Supplemental Indenture; (d) to add to or modify any provision of this First Supplemental Indenture (not expressly addressed in this Section 6.01) which the covenants Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of holders of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender in any right or power herein conferred upon the Trust;material respect; or (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or inconsistent with any other provision hereincontained herein or in any supplemental indenture; provided that such modification or amendment does not, or in the good faith opinion of the Company’s Board of Directors, adversely affect the interests of the holders of Notes in any material respect; provided further that any amendment made solely to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with conform the provisions of this IndentureFirst Supplemental Indenture to the “Description of the Notes” section of the Preliminary Prospectus Supplement, provided that such action shall dated October 3, 2007 and the Final Prospectus Supplement, dated October 4, 2007 and the “Description of Debt Securities” section of the accompanying Prospectus, dated November 23, 2005, in each case relating to the initial offering of the Notes, will not be deemed to adversely affect in any material respect the interests of the Holders holders of the Notes or Notes. Upon the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests written request of the Holders Company, accompanied by a Board Resolution authorizing the execution of such amendment or supplemental indenture, the Notes Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the Note Insurer if conveyance, transfer and assignment of any property thereunder, but the Person requesting Trustee shall not be obligated to, but may in its discretion, enter into any amendment or supplemental indenture which affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise. Any amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to supplemental indenture authorized by 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 Section 6.01 may be expressly required executed by the TIACompany and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 6.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, if applicable, the Trust Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trusteeparties thereto, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (dii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiii) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee for the benefit of the Holders of the Notes; (iv) to evidence and provide for the acceptance of the appointment 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 shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenturethat as evidenced by an Officer’s Certificate, provided that such action shall not adversely affect in any material respect the interests of the Holders of any Series or Class of Outstanding Notes and if applicable, the Rating Agency Condition shall have been satisfied; (vi) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.12 hereof; (vii) to provide for the termination of any interest rate swap agreement or other form of credit enhancement in accordance with the provisions of the related Indenture Supplement; or (viii) to resolve any inconsistency between the provisions of this Indenture or any Supplement pursuant to which a Series of Notes was issued to the final offering memorandum related to the offering of the Notes, if any. (b) The Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Outstanding Notes, enter into an indenture or indentures supplemental hereto for the Certificateholders; providedpurpose of adding any provisions to, that the amendment shall be deemed not to adversely affect or changing in any material respect manner or eliminating any of the interests provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes and under this Indenture; provided, however, that (i) the Note Insurer if Issuer shall have delivered to the Person requesting the amendment obtains written confirmation Indenture Trustee (A) an Officer’s Certificate of the satisfaction Issuer, dated the date of any such action, stating that the Issuer reasonably believes that such action will not have an Adverse Effect and (B) a Tax Opinion, and (ii) if applicable, the Rating Agency Condition; or (f) to modify, eliminate or add to the provisions of this Indenture Condition shall have been satisfied with respect to such extent as shall be necessary indenture or indentures supplemental hereto. Additionally, notwithstanding the preceding sentence, the Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Series Enhancers for any Series, enter into an indenture or indentures supplemental hereto to effect the qualification of this Indenture under the TIA add, modify or under any similar federal statute hereafter enacted, and to add to this Indenture eliminate such other provisions as may be expressly required by necessary or advisable in order to enable all or any portion of the TIAIssuer to avoid the imposition of state or local income or franchise taxes imposed on the Issuer’s property or its income; provided, however, that (i) the Transferor delivers to the Indenture Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 10.1(b); (ii) the Transferor delivers a Tax Opinion in connection with such indenture or indentures supplemental hereto; and (iii) such amendment does not affect the rights, duties or obligations of the Indenture Trustee or the Servicer hereunder without its consent.

Supplemental Indentures Without Consent of Noteholders. With The Company, when authorized by the consent resolutions of the Note Insurer and without the consent Board of the Holders of any NotesDirectors, the Trust and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct cure any ambiguity, defect, omission or amplify inconsistency in this Indenture in a manner that does not individually or in the description aggregate adversely affect the rights of any property at holder of Notes in any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertymaterial respect; (b) to add to provide for the conditions, limitations and restrictions on the authorized amount, terms and purposes assumption by a Successor Company of the issuance, authentication and delivery obligations of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter the Company under this Indenture pursuant to be observedArticle 12; (c) to evidence the succession of another Person add guarantees with respect to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes containedNotes; (d) to secure the Notes; (e) to add to the covenants of the TrustCompany such further covenants, restrictions or conditions for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustCompany; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to comply with any requirements of the provisions of this Indenture to such extent as shall be necessary to effect Commission in connection with the qualification of this Indenture under the TIA or under Trust Indenture Act; (g) to make provisions with respect to the conversion of the Notes as required by Section 15.06; or (h) to make any similar federal statute hereafter enactedother change that does not materially adversely affect the rights of any holder, provided that any amendment to conform the terms of the Notes to the description contained in this Indenture shall not be deemed to be adverse to any holder, and, provided further that any amendment to conform the terms of the Notes to the description contained in the Offering Memorandum shall not be deemed to be adverse to any holder. Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to add to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture such other or otherwise. Any supplemental indenture authorized by the provisions as of this Section 11.01 may be expressly required executed by the TIACompany and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 11.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior notice to the Rating Agencies, the Trust Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indenture indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Note Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Note Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinNote Issuer, and the assumption by any such successor of the covenants of the Trust Note Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustNote Issuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustNote Issuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Note Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein that or in any supplemental indenture which may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests holders of the Holders Certificates; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of this Indenture as shall be necessary to facilitate the administration of the Rating Agency Condition; ortrusts hereunder by more than one trustee, pursuant to the requirements of Article VI; (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or (viii) to set forth the terms of any Series that has not theretofore been authorized by a Series Supplement. The Note Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Note Issuer and the Note Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this the 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 the Indenture, or to subject to the lien of this the Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with Section 3.11, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, Indenture or in any supplemental indenture; provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or Notes; (vi) to evidence and provide for the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests acceptance of the Holders of appointment hereunder by a successor indenture trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of the Rating Agency Condition; orIndenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; (fvii) to modify, eliminate or add to the provisions of this the Indenture to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this the Indenture such other provisions as may be expressly required by the TIA; or (viii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.11. Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) Issuer and Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of modifying in any manner the rights of the Holders of the Notes under the Indenture; provided, however that Transferor shall have delivered to the Owner Trustee and Indenture Trustee an Officer’s Certificate, dated the date of any such action, stating that all requirements for such amendments contained in the Indenture have been met and Transferor reasonably believes that such action will not have an Adverse Effect. Additionally, notwithstanding the preceding sentence, Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer (A) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Code, and (B) to avoid the imposition of state or local income or franchise taxes imposed on Issuer’s property or its income; provided, however, that (1) Transferor shall have delivered to Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the proposed amendments meet the requirements set forth in this Section 10.01(b), (2) the Rating Agency Condition shall have been satisfied and (3) each of the Owner Trustee and the Indenture Trustee shall have consented to such amendment if it affects their respective rights, duties, protections, indemnities, immunities or obligations hereunder.

Supplemental Indentures Without Consent of Noteholders. With The Issuer, the consent of Guarantors, the Note Insurer Collateral Agent and without the consent of Trustee, at the Holders of Issuer’s expense, may, from time to time and at any time, amend this Indenture, the Notes, the Trust and the Indenture Trustee, at Note Guarantees or any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposesSecurity Documents to: (a) to correct cure any ambiguity, omission, defect or amplify inconsistency that does not adversely affect Holders of the description of Notes in any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertymaterial respect; (b) provide for uncertificated Notes in addition to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes or in place of the issuance, authentication and delivery of any certificated Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and provide for the assumption by any such successor of the covenants Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Trust herein and in the Notes containedIssuer’s or such Guarantor’s assets, as applicable; (d) add guarantees or additional obligors with respect to the Notes; (e) add to the covenants of the Trust, for Issuer or the Guarantors of the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes Issuer or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; orGuarantors; (f) to modify, eliminate make any change that would provide any additional rights or add benefits to the provisions Holders of Notes or that does not adversely affect the legal rights under this Indenture to of any such extent as shall be necessary Holder in any material respect; (g) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA Trust Indenture Act; (h) [Intentionally Omitted] (i) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (j) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or under to release a Guarantor as provided in this Indenture; (k) make, complete or confirm any similar federal statute hereafter enactedgrant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or (l) comply with the rules of any applicable securities depository. In addition, the Trustee and the Collateral Agent will be authorized to amend the Intercreditor Agreement or the Security Documents to add to additional secured parties holding Permitted Additional Pari Passu Obligations or ABL Obligations permitted by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement or to enter into intercreditor arrangements with the Holders of any such other Indebtedness so long as the terms of such intercreditor arrangements are not less favorable to the Holders of Notes than the intercreditor provisions as may be expressly contained in the Security Agreement and the Intercreditor Agreement. The consent of the Holders of Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under this Indenture becomes effective, the Issuer is required by to mail to the TIAHolders a notice briefly describing such amendment; provided, however, that the failure to give such notice to all the Holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust The Company and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental to this Indenture for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct cure any ambiguity, omission, defect or amplify inconsistency in this Indenture or the description Notes in a manner that does not materially adversely affect the rights of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyholder; (b) to add conform the terms of the Indenture or the Notes to the conditions, limitations and restrictions on description thereof in the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedProspectus; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and provide for the assumption by any such successor a Successor Company of the covenants obligations of the Trust herein and in Company under this Indenture pursuant to Article 10 of the Notes containedBase Indenture (as amended by Section 7.01 hereof); (d) to add guarantees with respect to the Notes; (e) to secure the Notes; (f) to add to the covenants of the TrustCompany such further covenants, restrictions or conditions for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustCompany; (eg) to cure make any ambiguitychange that does not materially adversely affect the rights of any holder of Notes or to execute and deliver a supplemental indenture pursuant to the provisions of Section 5.06 of this Supplemental Indenture; (h) to appoint a successor Trustee with respect to the Notes; or (i) to comply with any requirements of the Trust Indenture Act. For the avoidance of doubt, this Article 4 shall not prevent the Company from entering into indentures supplemental to the Base Indenture for the purpose of establishing or amending the terms and conditions applicable to any series of Securities other than the Notes; provided that such supplemental indenture shall have no applicability to the Notes other than as permitted hereby and provided therein. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to correct or supplement make any provision herein further appropriate agreements and stipulations that may be defective or inconsistent with any other provision hereintherein contained, or to amend any other provisions with respect to matters or questions arising under this Indenture, which but the Trustee shall not be inconsistent with obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 4.01 may be executed by the interests Company and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime Outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 4.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any NotesThe Company, the Trust and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another corporation to the lien of this IndentureCompany, or better successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle Eleven hereof; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceCompany such further covenants, authentication restrictions, conditions or provisions as its Board of Directors and delivery the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any Notes, or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, additional conditionswith such period of grace, limitations if any, and restrictions thereafter subject to be observedsuch conditions as such Supplemental Indenture may provide; (c) to evidence add to or change any of the succession provisions of another Person this Indenture to provide for the Trust issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the extent permitted hereinpayment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the assumption by issuance of Notes in uncertificated form, provided any such successor action shall not adversely affect the interests of the covenants holders of the Trust herein and Notes of any series in the Notes containedany material respect; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any Supplemental Indenture which may be defective or inconsistent with any other provision herein, contained herein or in any Supplemental Indenture; or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, which Indenture as shall not adversely affect the interests of the holders of the Notes including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series and to add or change any provisions of this Indenture as shall be inconsistent with necessary to provide for or facilitate the provisions administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11; (f) to change or eliminate any provision of this Indenture, provided that any such action change or elimination (i) shall become effective only when there is no Note outstanding of any series created prior to the execution of such Supplemental Indenture which is entitled to the benefit of such provision or (ii) shall not adversely affect in apply to any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; oroutstanding; (fg) 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 Federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar Federal statute hereafter enacted; (h) to add to, delete from, or revise the terms of Notes of any series as permitted by Section 2.01, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Notes issued in whole or in part in the form of one of more Global Notes and the payment of any principal thereof, or interest (or premium, if any) thereon; (i) to provide for uncertificated Notes in addition to or in place of certificated Notes; (j) to provide for the issuance of and establish the form and terms and conditions of the Notes of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Notes, or to add to the rights of the holders of any series of Notes. The Trustee is hereby authorized to join with the Company in the execution of any such Supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such Supplemental Indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. No Supplemental Indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same. Any Supplemental Indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Noteholders. With This Indenture may be amended from time to time by the consent of Issuer and the Note Insurer and Indenture Trustee with prior notice to the Rating Agencies, but without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposesNoteholders: (ai) to cure any ambiguity or mistake; (ii) to correct or amplify supplement any provisions herein which may be inconsistent with any other provisions herein or in the description related Prospectus; (iii) to conform the obligations 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 parties under this Indenture, or to subject add obligations of the parties to this Indenture, if necessary, to comply with the lien requirements of this Indenture additional propertyRegulation AB; (biv) to add to change the conditionstiming and/or nature of deposits into the Collection Account provided that such change shall not, limitations and restrictions on as evidenced by an Opinion of Counsel, adversely affect in any material respect the authorized amount, terms and purposes of the issuance, authentication and delivery interests of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedNoteholder; (cv) to evidence the succession of another Person make certain provisions with respect to the Trust to the extent permitted hereindenominations of, and the assumption manner of payments on, certain Classes of Notes initially retained by any such successor the Depositor or an affiliate of the covenants of the Trust herein and in the Notes contained;Depositor; and (dvi) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend make any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be materially inconsistent with the provisions of this Indenture, provided that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholdersany Noteholder; provided, that any such supplemental indenture shall not result in or cause a significant change to the permissible activities of the Trust. Notwithstanding the foregoing, any amendment pursuant to clause (iv) or (vi) shall not be deemed not to adversely affect in any material respect the interests of the Holders Noteholders and no Opinion of the Notes and the Note Insurer Counsel to that effect shall be required if the Person person requesting the amendment instead obtains written confirmation a letter from each Rating Agency stating that the amendment would not result in the downgrading or withdrawal of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add respective ratings then assigned to the provisions Notes. The Indenture Trustee is hereby authorized to join in the execution of this Indenture to any such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, supplemental indenture and to add to this Indenture such other provisions as make any further appropriate agreements and stipulations that may be expressly required by the TIAtherein contained.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with prior notice to the Rating Agencies, the Trust 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 indenture indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with Indenture or in any supplemental indenture to the provisions of this Indenture, provided that extent such action shall not adversely affect in any material respect the interests of the Holders of the Notes or Notes; (vi) to evidence and provide for the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests acceptance of the Holders of appointment hereunder by a successor trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of this Indenture as shall be necessary to facilitate the administration of the Rating Agency Conditiontrusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. (Nissan 2003-B Indenture) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not materially and adversely affect the interests of any Noteholder.

Supplemental Indentures Without Consent of Noteholders. With the consent Solely for purposes of the Note Insurer Notes, Article Nine of the Original Indenture shall be deleted and replaced in its entirety by this Article 5. The Company, when authorized by the resolutions of the Board of Directors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into Notes hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject evidence a successor to the lien Company and the assumption by that successor of this Indenture, or better to assure, convey and confirm unto the obligations of the Company under the Indenture Trustee any property subject or required to be subjected to and the lien of this Indenture, or to subject to the lien of this Indenture additional property;Notes; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes provide for conversion right of Holders of the issuanceNotes in accordance with the terms hereof if any reclassification or change of Common Shares or any consolidation, authentication and delivery merger or sale of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;all or substantially all of the property or assets of the Company occurs; or (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants or Events of Default of the Trust, Company for the benefit of the Holders of all the Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust;Company; or (d) to secure the obligations of the Company in respect of the Notes; or (e) to add guarantees in accordance with the terms of the Indenture; or (f) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; or (g) to comply with the requirements of the Commission in order to effect or maintain qualification of the Indenture under the Trust Indenture Act, as contemplated by the Indenture or otherwise; or (h) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective inconsistency in the Indenture or inconsistent with make any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, the Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this the Indenture, ; provided that such action shall not modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect; or (i) to add or modify any provision with respect to matters or questions arising under the Indenture which the Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Conditionin any material respect; or (fj) to modifymodify any provision of the Indenture to conform that provision to the description thereof set forth in the Prospectus Supplement. Upon the written request of the Company, eliminate accompanied by a copy of the resolutions of the Board of Directors certified by the Company’s Secretary or add Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further 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 its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by 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 Section 5.01 may be expressly required executed by the TIACompany and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 5.02.

Supplemental Indentures Without Consent of Noteholders. With The Issuer, when authorized by the consent resolutions of the Note Insurer Board of Directors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into Notes hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject evidence a successor to the lien Issuer and the assumption by that successor of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to obligations of the lien of this Indenture, or to subject to the lien of Issuer under this Indenture additional propertyand the Notes; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes provide for conversion right of holders of the issuanceNotes in accordance with the terms hereof if any reclassification or change of Common Stock or any consolidation, authentication and delivery merger or sale of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedall or substantially all of the property or assets of the Issuer occurs; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, Issuer for the benefit of the Holders holders of all the Notes and the Note Insurer, or to surrender any right or power herein conferred upon the TrustIssuer; (d) to secure the obligations of the Issuer in respect of the Notes; (e) to evidence a Settlement Notice irrevocably electing to settle future conversion obligations by Net Share Settlement; (f) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (g) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act, as contemplated by this Indenture or otherwise; (h) to cure any ambiguity, to correct omission, defect or supplement any provision herein that may be defective inconsistency in this Indenture or inconsistent with make any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, Indenture which the Issuer may deem necessary or desirable and which shall not be inconsistent with provisions of this Indenture; provided that such modification or amendment does not, in the good faith opinion of the Board of Directors, adversely affect the interests of the holders of the Notes in any material respect; (i) to add or modify any provision with respect to matters or questions arising under this Indenture which the Issuer and the Trustee may deem necessary or desirable and which will not adversely affect the interests of the holders of the Notes in any material respect; or (j) to modify any provision of this Indenture to conform that provision to the description thereof set forth in the Prospectus Supplement. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the Issuer’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further 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 its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 9.01 may be executed by the interests Issuer and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 9.02.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer Noteholders, but with prior notice made available by the Administrator to each Rating Agency and without subject to the consent satisfaction of the Holders of any NotesRating Agency Condition, the Trust Issuer and the Indenture Trustee, when so requested by an Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and or confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture additional propertyIndenture; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted herein, Issuer and the assumption by any such successor of the covenants of the Trust Issuer contained herein and in the Notes containedNotes; (diii) to add to the covenants of the Trust, Issuer for the benefit of the Holders of all Notes and the Note Insurer, Noteholders or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or to amend in any supplemental indenture or make any other provisions with respect to matters or questions arising under this Indenture, which Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture, ; provided that such action shall provisions do not adversely affect in any material respect the interests of the Holders Noteholders, as evidenced by an Officer’s Certificate of the Issuer; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes or to add to or change any of the Certificateholders; provided, that the amendment provisions of this Indenture as shall be deemed not necessary to adversely affect in any material respect facilitate the interests administration of the Holders trusts hereunder by more than one trustee, pursuant to the requirements of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionArticle Six; or (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA. An opinion as to certain tax matters, as described under Section 9.01(b)(iii) below, must be delivered in connection with any amendment pursuant to this Section. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (b) The Issuer and the Indenture Trustee, when requested by an Issuer Request, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner (other than the modifications set forth in Section 9.02, which require consent of the Noteholder of each Note affected thereby) the rights of the Noteholders under this Indenture; provided, however, that (i) such action shall not materially adversely affect the interests of any Noteholder (as evidenced by an Officer’s Certificate of the Issuer), (ii) the Rating Agency Condition shall have been satisfied with respect to such action, and (iii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect the treatment of the Notes as debt for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer, the Transferor or the Vehicle Trust to be characterized as an association or a publicly traded partnership, in either case taxable as a corporation for U.S. federal income tax purposes. (c) Each amendment described above shall be deemed not to materially and adversely affect the interests of any holder of Securities, if the Rating Agency Condition is satisfied.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and (a) Except as provided in Section 9.02, without the consent of the Holders of any Notesother Person, the Trust Issuing Entity and the Indenture Trustee, at any time and from time to timeTrustee (when so directed by an Issuing Entity Request), may enter into one or more amendments or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Noteholders under this Indenture; provided that (i) either (A) any amendment or supplemental indenture that materially and adversely affects the Noteholders shall require the consent of Noteholders holding not less than a Majority Interest of the Notes voting together as a single class, or (B) such amendment or supplemental heretoindenture shall not, in form satisfactory to materially and adversely affect the Noteholders and (ii) any amendment or supplemental indenture that adversely affects the interests of the Servicer, the Trust Certificateholder, the Indenture Trustee, for any the Owner Trustee or the Administrative Agent shall require the prior consent of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this IndenturePersons whose interests are adversely affected, provided that such action shall not adversely affect in any material respect the interests consent of the Holders of Servicer, the Notes Trust Certificateholder, the Owner Trustee or the Certificateholders; provided63 (NALT 20[●]-[●] Indenture) Administrative Agent, that as the case may be, shall be deemed to have been given if the Depositor does not receive a written objection from such Person within 10 Business Days after a written request for such consent shall have been given. A supplement or amendment shall be deemed not to materially and adversely affect in any material respect the interests of the Holders Noteholders if the Rating Agency Condition is satisfied with respect to such supplement or amendment, or (ii) the Depositor delivers an Officer’s Certificate to the Indenture Trustee stating that such supplement or amendment will not materially and adversely affect the Noteholders. [Notwithstanding the foregoing, this Indenture may not be amended in any way that would materially and adversely affect the rights of the [Cap Provider][Swap Counterparty] without prior consent of the [Cap Provider][Swap Counterparty]; provided that the [Cap Provider’s][Swap Counterparty’s] consent to any such amendment shall not be unreasonably withheld, and provided, further that the [Cap Provider’s][Swap Counterparty’s] consent will be deemed to have been given if the [Cap Provider][Swap Counterparty] does not object in writing within 10 days of receipt of a written request for such consent.] (b) It shall not be necessary for the consent of any Person pursuant to this Section for such Person to approve the particular form of any proposed amendment or supplement, but it shall be sufficient if such Person consents to the substance thereof. (c) Prior to the execution of any amendment or supplemental indenture pursuant to this section or Section 9.02, the Issuing Entity shall provide each Rating Agency, the Trust Certificateholder, the Depositor, the Owner Trustee and the Indenture Trustee with written notice of the substance of such supplement. No later than 10 Business Days after the execution of any supplemental indenture, the Issuing Entity shall furnish a copy of such supplement to each Rating Agency, the Servicer, the Trust Certificateholder, the Indenture Trustee and the Owner Trustee. (d) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations as may be therein contained. (e) Prior to the execution of any amendment or supplemental indenture the Indenture Trustee shall receive an Opinion of Counsel to the effect that such action shall not (A) affect the treatment of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the satisfaction of Notes for federal income tax purposes or (C) cause the Rating Agency Condition; orIssuing Entity, the Depositor or the Titling Trust to be taxable as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes. (f) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to modifythis Section, eliminate or add the Indenture Trustee shall mail to the provisions Noteholders to which such amendment or supplemental indenture relates a notice (to be provided by the Issuing Entity) setting forth in general terms the substance of this such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (g) The Indenture Trustee shall be under no obligation to ascertain whether a Rating Agency Condition has been satisfied with respect to any amendment or supplemental indenture. When the Rating Agency Condition is satisfied with respect to such extent as amendment or supplemental indenture, the Servicer shall be necessary deliver to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enactedTrustee an Officer’s Certificate to that effect, and the Indenture Trustee may conclusively rely upon the Officer’s Certificate from the Servicer that a Rating Agency Condition has been satisfied with respect to add to this Indenture such other provisions as may be expressly required by the TIAamendment or supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes but with the consent of the Note Insurer (if the Note Insurer is the Controlling Party) and prior notice to the Rating Agencies, the Trust 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 indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect the interests of the Holders of the Notes; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with the consent of the Note Insurer (if the Note Insurer is the Controlling Party) and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect Noteholder (including the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to the provisions extent it is, or will become, upon payment in full of this Indenture all amounts due to such extent as shall be necessary any other Noteholder hereunder or pursuant to effect a Note, a Noteholder pursuant to Section 2.08(c) or Section 5.10 or the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, Sale and to add to this Indenture such other provisions as may be expressly required by the TIAServicing Agreement.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust The Company and the Indenture Trustee, at any time and the Company’s expense, may from time to time, may time and at any time enter into an indenture or indentures supplemental to this Indenture for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, herein or to amend make any other provisions with respect to matters or questions arising under this Indenture, Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action other provisions shall not adversely affect in any material respect the interests of any Holders; (b) to conform the Holders terms of the Notes Indenture or the Certificateholders; provided, that Notes to the amendment shall be deemed not description thereof in the Prospectus; (c) to adversely affect in any material respect provide for the interests assumption by a Successor Company of the Holders obligations of the Notes and Company under this Indenture pursuant to Section 5.01 or Section 10.06 hereof; (d) to add guarantees with respect to the Note Insurer if Notes; (e) to secure the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; orNotes; (f) to modify, eliminate or 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; (g) to make any change that does not adversely affect the rights of any Holder of Notes; (h) to appoint a successor Trustee with respect to the Notes; or (i) to comply with any requirements of the Trust Indenture Act. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this 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 Section 9.01 may be expressly required executed by the TIACompany and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent of Noteholders. With (a) Without the consent of the Note Insurer and without the consent of the Holders of any NotesNoteholders, the Trust 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 indenture indentures supplemental heretohereto or to any Indenture Supplement (which shall conform to the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm Grant unto the Indenture Trustee a Lien on any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes containedNotes; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNoteholders, or to surrender any right or power herein conferred upon the TrustIssuer; provided such surrender would not (as evidenced by an Officer's Certificate of the Issuer) have a material adverse effect on the Noteholders; (eiv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee for the benefit of the Noteholders; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture or to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not (as evidenced by an Officer's Certificate of the Issuer) materially and adversely affect in any material respect the interests of the Holders Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes or any class thereof and to add to or change any of the Certificateholders; provided, that the amendment provisions of this Indenture as shall be deemed not necessary to adversely affect in any material respect facilitate the interests administration of the Holders trusts hereunder by more than one trustee, pursuant to the requirements of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; orArticle VI; (fvii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted, enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; or (viii) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.8. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee may when authorized by an Issuer Request, also without the consent of any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto or to any Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or to any Indenture Supplement or modifying in any manner the rights of the Noteholders under this Indenture or under any Indenture Supplement; provided, however, that the Issuer shall have delivered to the Indenture Trustee (i) an Officer's Certificate, dated the date of any such action, stating that all requirements therefor contained in this Section 9.1(b) have been met, and that the Issuer reasonably believes that such action will not result in an Adverse Effect and (ii) a Tax Opinion. Additionally, notwithstanding the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that (i) the Issuer delivers to the Indenture Trustee and the Issuer an Officer's Certificate to the effect that the proposed action (i) meets the requirements set forth in this Section 9.1(b) and (ii) does not adversely affect the rights, duties, protections, indemnities, immunities or obligations of the Indenture Trustee or the Issuer hereunder. The amendments which the Issuer may make without the consent of Noteholders pursuant to this Section 9.1(b) may include the addition of Transferred Receivables. (c) The Issuer shall notify the Rating Agencies as to any amendment pursuant to this Section 9.1.

Supplemental Indentures Without Consent of Noteholders. With (a) The Company and the consent of the Note Insurer Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto without the consent of the Holders of any NotesNoteholders, the Trust and the Indenture Trustee, at any time and from time to time, may enter into for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject adding to the lien covenants or obligations of this Indenturethe Company such further covenants, obligations, restrictions, conditions or better to assure, convey and confirm unto provisions as are for the Indenture Trustee any property subject or required to be subjected to benefit of the lien Holders of this Indenture, or to subject to the lien of this Indenture additional propertyNotes; (bii) to add to surrendering any right or power conferred upon the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observedCompany; (ciii) to evidence adding an Event of Default for the benefit of the Holders of the Notes; (iv) evidencing the succession of another Person to the Trust to the extent permitted hereinRegistrar, Co-Registrar, or any Paying Agent and the assumption by any such successor of the covenants and obligations of the Trust herein and its predecessor in the Notes containedthis Indenture; (dv) to add securing the Notes pursuant to the covenants requirements of the Trustsuch Notes, for the benefit of the Holders of all Notes and the Note Insurer, this Indenture or to surrender any right or power herein conferred upon the Trustas otherwise established; (evi) to cure making any ambiguityminor modification which is of a technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Notes; (vii) establishing the form or terms of any new Notes, to correct or supplement the extent permitted by Sections 2.1 and 2.3 (including in connection with the issuance of bearer Notes, if permitted by applicable law); (viii) complying with any provision herein requirement of the CNV in order to effect and maintain the qualification of this Indenture; or (ix) making any modification which does not adversely affect any Noteholder in a material respect. (b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be defective therein contained and to accept the conveyance, transfer, assignment, mortgage or inconsistent with pledge of any other provision hereinproperty thereunder, or to amend any other provisions with respect to matters or questions arising under this Indenture, which but the Trustee shall not be inconsistent with obligated to enter into any such supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 7.1 may be executed without the interests consent of the Holders of the Notes or at the Certificateholders; providedtime Outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders provisions of Section 7.2. (d) Promptly after the Notes execution by the Company and the Note Insurer if the Person requesting the amendment obtains written confirmation Trustee of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add any supplemental indenture pursuant to the provisions of this Indenture Section 7.1, the Company at its expense shall give notice thereof to such extent the Holders as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, specified in Section 12.4 and to add the CNV, setting forth in general terms the substance of such supplemental indenture. If the Company shall fail to this Indenture give such other provisions notice to the Holders within 15 days after the execution of such supplemental indenture and a Responsible Officer of the Trustee shall have notice of such failure, the Trustee shall give notice to the Holders as may be expressly required by provided in Section 12.4 at the TIAexpense of the Company. Any failure of the Company or the Trustee to give such notice, or any defect therein, shall not, however, in any way, impair or affect the validity of any such supplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any NotesThe Company, the Trust and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or Supplemental Indenture (which shall conform to the provisions of the Trust Indenture Act of 1939) for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another corporation to the lien of this IndentureCompany, or better successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle Eleven hereof; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceCompany such further covenants, authentication restrictions, conditions or provisions as its Board of Directors and delivery the Trustee shall consider to be for the protection of the holders of all, or any series of, Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default with respect to Notes of any Notes, or all series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth, additional conditionswith such period of grace, limitations if any, and restrictions thereafter subject to be observedsuch conditions as such Supplemental Indenture may provide; (c) to evidence add to or change any of the succession provisions of another Person this Indenture to provide for the Trust issuance under this Indenture of Notes, whether or not then outstanding, in bearer form, to add, modify or eliminate any restrictions on the extent permitted hereinpayment of principal of Notes in registered form, and to provide for exchangeability of such Notes with Notes issued hereunder and to make all appropriate changes for such purpose to permit or facilitate the assumption by issuance of Notes in uncertificated form, provided any such successor action shall not adversely affect the interests of the covenants holders of the Trust herein and Notes of any series in the Notes containedany material respect; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any Supplemental Indenture which may be defective or inconsistent with any other provision herein, contained herein or in any Supplemental Indenture; or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, which Indenture as shall not adversely affect the interests of the holders of the Notes including provisions necessary or desirable to provide for or facilitate the administration of the trusts hereunder; (e) to evidence and provide for the acceptance and appointment hereunder by a successor trustee with respect to the Notes of one or more series and to add or change any provisions of this Indenture as shall be inconsistent with necessary to provide for or facilitate the provisions administration of the trusts hereunder by more than one trustee, pursuant to Section 7.11; (f) to change or eliminate any provision of this Indenture, provided that any such action change or elimination (i) shall become effective only when there is no Note outstanding of any series created prior to the execution of such Supplemental Indenture which is entitled to the benefit of such provision or (ii) shall not adversely affect in apply to any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; oroutstanding; (fg) 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 Federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act or any corresponding provision in any similar Federal statute hereafter enacted; (h) to add to, delete from, or revise the terms of Notes of any series as permitted by Section 2.01, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Notes issued in whole or in part in the form of one of more Global Notes and the payment of any principal thereof, or interest (or premium, if any) thereon; (i) to provide for uncertificated Notes in addition to or in place of certificated Notes; (j) to provide for the issuance of and establish the form and terms and conditions of the Notes of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Notes, to increase the authorized amount of a series, or to add to the rights of the holders of any series of Notes. The Trustee is hereby authorized to join with the Company in the execution of any such Supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such Supplemental Indenture which adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. No Supplemental Indenture shall be effective as against the Trustee unless and until the Trustee has duly executed and delivered the same. Any Supplemental Indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 10.02.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without the consent of the Holders of any Notes(a) The Issuer, the Trust by an Issuer Order, and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the 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 of this Indenture, or ; provided such action pursuant to subject this clause (i) shall not adversely affect the interests of the Noteholders in any respect; (ii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the lien Notes and to add to or change any of the provisions of this Indenture additional property;as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.09 and Section 7.11 hereof; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession of another Person to the Trust to the extent permitted herein, and the assumption by any such successor of the covenants of the Trust herein and in the Notes contained; (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (eiii) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, to conform this Indenture to the offering circular related to the Notes, or to amend make any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, ; provided that such action pursuant to this clause (iii) shall not adversely affect the interests of the Holders of Notes. (b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Rating Agency a copy of any supplemental indenture entered into pursuant to this Section 9.01 hereof. (c) Provided that all other conditions precedent have been satisfied, the Indenture Trustee shall approve any supplemental indenture for which it receives written confirmation from the Rating Agency that such supplemental indenture will not cause the Rating Agency to reduce, qualify or withdraw the then current rating assigned to the Notes (and any Opinion of Counsel requested by the Indenture Trustee in connection with any material respect such supplemental indenture may rely expressly on such confirmation as the basis for determining whether such supplemental indenture does not materially adversely affect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly required by the TIANotes).

Supplemental Indentures Without Consent of Noteholders. With The Issuer, the consent of Servicer and the Note Insurer and Trustee, without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel, will not have a material adverse effect on Noteholders: (a1) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;; or (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c2) to evidence the succession of another Person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained;, in accordance with Section 11.02(q) hereof; or (d3) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all Notes and the Note InsurerNotes, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any material respect the interests of the Holders of the Notes or the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency ConditionIssuer; or (f4) to modifyconvey, eliminate transfer, assign, mortgage or add pledge any property to or with the Trustee for the benefit of the Noteholders; or No supplemental indenture that permits the issuance of the Notes in coupon form will be of any force and effect unless the Trustee and the Issuer shall have received an Opinion of Counsel to the provisions effect that such amendment will not adversely affect the Issuer's ability to deduct the interest paid on the Notes. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise. Promptly after the execution by the Issuer, the Servicer and the Trustee of any supplemental indenture pursuant to such extent as this Section 9.01, the Issuer shall be necessary mail to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted, each Noteholder and to add to this Indenture the Rating Agency a copy of such other provisions as may be expressly required by the TIAsupplemental indenture.

Supplemental Indentures Without Consent of Noteholders. With the consent of the Note Insurer and without (a) Without the consent of the Holders of any NotesNotes or Certificates and prior notice to the Rating Agencies, the Trust Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indenture indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (cii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another Person person to the Trust to the extent permitted hereinIssuer, and the assumption by any such successor of the covenants of the Trust Issuer herein and in the Notes contained; (diii) to add to the covenants of the TrustIssuer, for the benefit of the Holders of all the Notes and the Note InsurerCertificates, or to surrender any right or power herein conferred upon the TrustIssuer; (eiv) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein, herein or in any supplemental indenture; (v) to amend make any other provisions with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect in any material respect the interests of the Holders of the Notes; provided further, that such supplemental indenture will be deemed to not materially and adversely affect the interests of the Holders of the Notes or if a Rating Confirmation is received with respect to such supplemental indenture; (vi) to evidence and provide for the Certificateholders; provided, that the amendment shall be deemed not to adversely affect in any material respect the interests acceptance of the Holders of appointment hereunder by a successor trustee with respect to the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation to add to or change any of the satisfaction provisions of this Indenture as shall be necessary to facilitate the administration of the Rating Agency Conditiontrusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (fvii) to modify, eliminate or add to any of the provisions of this Indenture herein to such extent as shall be necessary or appropriate to effect maintain the qualification of this Indenture any REMIC created hereunder as a REMIC under the TIA Code or under to avoid or minimize the risk of the imposition of any similar federal statute hereafter enactedtax on any REMIC created hereunder pursuant to the Code that would be a claim against any such at any time prior to the final redemption of the Notes and Certificates, provided that the Indenture Trustee and Owner Trustee have been provided an Opinion of Counsel addressed to add the Indenture Trustee and Owner Trustee, which opinion shall be an expense of the party requesting such opinion but in any case shall not be an expense of the Indenture Trustee, Owner Trustee or the Trust Estate, to this Indenture the effect that such other provisions as may be expressly required by action is necessary or appropriate to maintain such qualification or to avoid or minimize the TIA.risk of the imposition of such a tax;

Supplemental Indentures Without Consent of Noteholders. With The ------------------------------------------------------ Company, when authorized by the consent resolutions of the Note Insurer and without the consent Board of the Holders of any NotesDirectors, the Trust and the Indenture Trustee, Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto for one or more indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (a) to correct or amplify evidence the description succession of any property at any time subject another corporation to the lien of this IndentureCompany, or better successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional propertyArticle Eleven hereof; (b) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes covenants of the issuanceCompany such further covenants, authentication restrictions or conditions as the Board of Directors and delivery the Trustee shall consider to be for the benefit of any the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in -------- ------- respect of any such additional conditionscovenant, limitations and restrictions thereafter restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to be observedthe Trustee upon such default; (c) to evidence provide for the succession issuance under this Indenture of another Person Notes in coupon form (including Notes registrable as to the Trust principal only) and to the extent permitted herein, and the assumption by any provide for exchangeability of such successor of the covenants of the Trust herein and in Notes with the Notes contained;issued hereunder in fully registered form and to make all appropriate changes for such purpose; or (d) to add to the covenants of the Trust, for the benefit of the Holders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the Trust; (e) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein that or in any supplemental indenture which may be defective or inconsistent with any other provision hereincontained herein or in any supplemental indenture, or to amend any make such other provisions with respect in regard to matters or questions arising under this Indenture, Indenture which shall not adversely affect the interests of the holders of the Notes in any material respect. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be inconsistent with 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 its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture, provided that such action shall not adversely affect in any material respect Section 10.01 may be executed by the interests Company and the Trustee without the consent of the Holders holders of any of the Notes or at the Certificateholders; providedtime outstanding, that the amendment shall be deemed not to adversely affect in notwithstanding any material respect the interests of the Holders of the Notes and the Note Insurer if the Person requesting the amendment obtains written confirmation of the satisfaction of the Rating Agency Condition; or (f) 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 TIASection 10.02.