to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future (unless such Officer’s Certificate is waived by the Administrative Agent), may amend this Indenture Supplement for any of the following purposes: (i) to correct any mistake or typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision herein or in any other Transaction Document; or (ii) to amend any other provision of this Indenture Supplement.
(b) Notwithstanding any provisions to the contrary in Section 6.10 or Article XII of the Base Indenture, no supplement, amendment or indenture supplement entered into with respect to the issuance of a new Series of Notes or pursuant to the terms and provisions of Section 12.2 of the Base Indenture may, without the consent of the Series Required Noteholders, supplement, amend or revise any term or provision of this Indenture Supplement.
(c) Notwithstanding any provisions to the contrary herein or in the Base Indenture, a Noteholder shall have the right, exercisable in its sole discretion, to tranche its respective Series 2019-VF1 Notes into Classes following the initial issuance of the Series 2019-VF1 Notes without the consent of any other Noteholder or any other Person so long as such tranching does not affect the existing payment terms or aggregate available Fundings thereunder in respect of the initially-issued Notes or the allocation of payments and fundings among the Noteholders; provided that if such tranching requires this Indenture Supplement to be amended, the Series Required Noteholders, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent hereby agree to cooperate in good faith to so amend and shall not hinder, delay or condition their execution of any such amendment.
(d) For the avoidance of doubt, the Issuer and the Administrator hereby covenant that the Issuer shall not issue any future Series of Notes without designating an entity to act as “Administrative Agent” under the related Indenture Supplement with respect to such Series of Notes.
Section 14. Counterparts.
This Indenture Supplement may be executed in any number of counterparts, by manual or facsimile signature, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 15. Entire Agreement.
This Indenture Supplement, together with the Base Indenture incorporated herein by reference, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter.
Section 16. Limited Recourse.
Notwithstanding any other terms of this Indenture Supplement, the Series 2019-VF1 Notes, any other Transaction Documents or otherwise, the obligations of the Issuer under the Series 2019-VF1 Notes, this Indenture Supplement and each other Transaction Document to which it is a party are limited recourse obligations of the Issuer, payable solely from the Trust Estate, and following realization of the Trust Estate and application of the proceeds thereof in accordance with the terms of this Indenture Supplement, none of the Noteholders of Series 2019-VF1 Notes, the Indenture Trustee or any of the other parties to the Transaction Documents shall be entitled to take any further steps to recover any sums due but still unpaid hereunder or