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

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, the Issuer may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series or Class of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series or Class; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series or Classes of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or (vig) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series or Classes (and if such additional Events of Default are to be in respect of less than all Series or Classes of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series or Classes of Notes); or (h) if one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (i) to designate additional Collateral to the Issuer; or (j) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (viik) to comply with any regulatory, accounting accounting, securities or tax laws, rules, regulations or requirements; or (viiil) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article X to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixl) above, the Issuer and the Indenture Trustee may amend this Indenture, including any Indenture Supplement, to modify, eliminate or add to the provisions of this Indenture to (i) facilitate compliance with any amendment to, or any interpretive guidance by the FDIC or its staff with respect to, the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents or (ii) cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture in any applicable Registration Statement on Form S-3, as amended, under the Securities Act; provided, that the Issuer shall deliver to the Indenture Trustee and the Owner Trustee (x) an Officer’s Certificate to the effect that (A) such amendment will not have a material adverse effect on the Noteholders or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents, or such amendment is required to cause the provisions herein to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture in any applicable Registration Statement on Form S-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment. Additionally, notwithstanding any provision of this Article X to the contrary and in addition to clauses (a) through (l) above, this Indenture, including any Indenture or an Indenture Supplement Supplement, may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of the Indenture Trustee or any of the Noteholders or any other PersonNoteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying in any manner the rights of the Noteholders Holders of the Notes under this IndentureIndenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each the Note Rating Agency currently rating Condition shall be satisfied. Additionally, notwithstanding any provision of this Article X to the Outstanding Notes confirms contrary and in writing addition to clauses (a) through (l) and the immediately preceding paragraph, this Indenture, including any Indenture Supplement, may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion to provide for (i) the establishment of multiple asset pools and the designation of Collateral to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not cause a Ratings have an Adverse Effect on and is not reasonably expected to have an Adverse Effect at any Outstanding Notes time in the future and (iiiii) each Derivative Counterparty the Note Rating Agency Condition shall have consented to such amendmentbe satisfed. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale AgreementThe Indenture Trustee may, as applicable, the Servicer but shall not be obligated to, enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to which adversely affects the Indenture entered into Trustee’s rights, duties, benefits, protections, privileges or immunities under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesIndenture or otherwise.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or; (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by this Indenture, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranches of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.;

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee and the Collateral Agent of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, upon delivery of an Issuer Tax Opinion, the Issuer may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; or (vig) to evidence and provide for the acceptance of appointment by another corporation as a successor Collateral Agent under the applicable Asset Pool Supplement with respect to the relevant Asset Pool and to add to or change any of the provisions of such Asset Pool Supplement as will be necessary to provide for or facilitate the administration of the trusts under such Asset Pool Supplement by more than one Collateral Agent, to the extent provided for in such Asset Pool Supplement; or (h) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (i) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Certificates); or (j) if one or more additional Transferors under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (k) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; or (l) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or (viim) to comply with any regulatory, accounting or tax laws; or (viiin) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article IX to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixn) above, this Indenture or an Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended by without the Issuer, consent of the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Collateral Agent (in its sole and absolute discretion) without the consent of or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the futurefuture and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesEffect.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in Subject to the related terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or of such Indenture Supplement, without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the Administrator, the Servicer, the Subservicer and the Administrative Agent, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder Holder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related 12.2 (and each Indenture Supplement with respect to any amendment amendments of this Indenture or an such Indenture Supplement), and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the Administrator, the Servicer, the Subservicer and the Administrative Agent, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendmentNotes. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andHolders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the Administrator, the Servicer, the Subservicer and the Administrative Agent, and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty Counterparty, and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) determined by the Administrator and the Administrative Agent to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (xi) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxi) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, ; (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide prior written notice of such amendment to the related Note Rating Agency and (b) the Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or Pooling Agreement, the Receivables Sale AgreementAgreement or as otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.112.1(a), without the consent of together, the Majority Noteholders of all Outstanding Notes that are not Variable Funding Notes and the Series Required Noteholders for each Series of each SeriesVariable Funding Notes.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, any Asset Pool Supplement, or any Indenture Supplement, or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or; (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by this Indenture, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranches of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.;

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in Subject to the related terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or of such Indenture Supplement, without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the requisite parties pursuant to the related Indenture Supplement, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or; (ix) to prevent the Issuer from being subject to withholding tax or tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (xxi) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related 12.2 (and each Indenture Supplement with respect to any amendment amendments of this Indenture or an such Indenture Supplement), and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the requisite parties pursuant to the related 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 modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty Administrative Agent shall have consented provided its prior written consent to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andNoteholders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notesand the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (m) of this Section 9.01, upon delivery of a Tax Opinion, the Issuing Entity may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by the Issuing Entity, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches of Notes); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; or (vig) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (h) if one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (i) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or (viij) to comply with any regulatory, accounting or tax laws; or (viiik) to qualify for “sale treatment under generally accepted accounting principles. (l) satisfy accounting requirements under SFAS 140 and any related or successor accounting interpretations or requirements hereto for off-balance sheet” sheet treatment under GAAP, or to permit for the Depositor to repurchase a specified percentage (not to exceed 2.50%) Receivables of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note)Issuing Entity; or (ixm) take any action necessary or advisable to prevent the Issuer Issuing Entity from being subject required to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporationregister under the Investment Company Act. Additionally, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify notwithstanding any provision of this Article IX to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixm) above, this Indenture, including any Indenture or an Indenture Supplement Supplement, may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of the Indenture Trustee or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer a Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this IndentureIndenture or any Indenture Supplement; provided, however, that (i) the Issuer Issuing Entity shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the futurefuture and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesEffect.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion for each applicable Master Trust and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, the Issuer may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or (vig) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (h) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Collateral Certificates); or (i) if one or more additional Transferors under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (j) to designate additional Collateral to the Issuer; (k) to provide for additional or alternative forms of credit enhancement for any Series Series, Class or Class Tranche of Notes; or (viil) to comply with any regulatory, accounting accounting, securities or tax laws, rules, regulations or requirements; or (viiim) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article X to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixm) above, this Indenture, including any Indenture or an Indenture Supplement Supplement, may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of the Indenture Trustee or any of the Noteholders or any other PersonNoteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying in any manner the rights of the Noteholders Holders of the Notes under this IndentureIndenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on Effect. Additionally, notwithstanding any Outstanding Notes provision of this Article X to the contrary and in addition to clauses (iiia) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, through (m) and the Issuer shall not enter into immediately preceding paragraph, this Indenture, including any amendment of the Receivables Pooling Agreement Indenture Supplement, may also be amended without the consent of the Administrative Agent andIndenture Trustee or any of the Noteholders, except for amendments meeting upon delivery to the same criteria, Owner Trustee and supported by the same Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and Officer’s Certificatethe designation of Collateral to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, as amendments however, that (i) the Issuer shall deliver to the Indenture entered Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment will not cause a Ratings Effect. The Indenture Trustee may, but shall not be obligated to, enter into any amendments which adversely affects the Indenture Trustee’s rights, duties, benefits, protections, privileges or immunities under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesIndenture or otherwise.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Base Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement, the Series Required Noteholders of such Series or (ii) in the case of an amendment to this Base Indenture, the Series Required Noteholders of each Outstanding Series and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Base Indenture or an Indenture Supplement for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or; (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Base Indenture; or; (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or; (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or; (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or; (vii) to comply with any regulatory, accounting or tax laws; or; (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (ix) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Base Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixx) above, this Base Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement, the Series Required Noteholders of such Series or (ii) in the case of an amendment to this Base Indenture, the Series Required Noteholders of each Outstanding Series, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Base Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureBase Indenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, and (ii) if any Outstanding Notes are then rated by a Note Rating Agency, (1) each such Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty the Administrative Agent shall have consented provided their prior written consent to such amendment. (c) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee. (d) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Credit Manager hereunder shall require the written consent of the Credit Manager. Except as permitted expressly by the Receivables Purchase PC Repurchase Agreement or the Receivables Sale Agreementas otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling PC Repurchase Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, criteria and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Majority Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Base Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Base Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Base Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or; (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Base Indenture; or; (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or; (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or; (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or; (vii) to comply with any regulatory, accounting or tax laws; or; (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (ix) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Base Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixx) above, this Base Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Base Indenture, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Base Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureBase Indenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, and (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty Administrative Agent shall have consented provided their prior written consent to such amendment. (c) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee. (d) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Credit Manager hereunder shall require the written consent of the Credit Manager. (e) Any amendment of this Base Indenture or any Indenture Supplement shall be subject to the notice and approval requirements set forth in the Acknowledgment Agreement. Except as permitted expressly by the Receivables Purchase PC Repurchase Agreement or the Receivables Sale Agreementas otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling PC Repurchase Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Majority Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee and the Collateral Agent of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, upon delivery of an Issuer Tax Opinion, the Issuer may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement, or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; or (vig) to evidence and provide for the acceptance of appointment by another corporation as a successor Collateral Agent under the applicable Asset Pool Supplement with respect to the relevant Asset Pool and to add to or change any of the provisions of such Asset Pool Supplement as will be necessary to provide for or facilitate the administration of the trusts under such Asset Pool Supplement by more than one Collateral Agent, to the extent provided for in such Asset Pool Supplement; or (h) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (i) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Certificates); or (j) if one or more additional Transferors under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (k) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; or (l) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or (viim) to comply with any regulatory, accounting or tax laws; or (viiin) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article IX to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixn) above, this Indenture or an Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended by without the Issuer, consent of the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Collateral Agent (in its sole and absolute discretion) without the consent of or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendmentEffect. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale AgreementThe Indenture Trustee may, as applicable, the Servicer but shall not be obligated to, enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to which adversely affects the Indenture entered into Trustee's rights, duties, benefits, protections, privileges or immunities under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesAgreement or otherwise.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in Subject to the related terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or of such Indenture Supplement, without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the requisite parties pursuant to the related Indenture Supplement, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to withholding tax or tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related 12.2 (and each Indenture Supplement with respect to any amendment amendments of this Indenture or an such Indenture Supplement), and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendmentNotes. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andNoteholders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion for each applicable Master Trust and upon delivery by the Issuer to the Indenture Trustee of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, the Issuer may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or (vig) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (h) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Collateral Certificates); or (i) if one or more additional Transferors under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (j) to designate additional Collateral to the Issuer; (k) to provide for additional or alternative forms of credit enhancement for any Series Series, Class or Class Tranche of Notes; or (viil) to comply with any regulatory, accounting accounting, securities or tax laws, rules, regulations or requirements; or (viiim) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article X to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixm) above, this Indenture, including any Indenture or an Indenture Supplement Supplement, may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of the Indenture Trustee or any of the Noteholders or any other PersonNoteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying in any manner the rights of the Noteholders Holders of the Notes under this IndentureIndenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on Effect. Additionally, notwithstanding any Outstanding Notes provision of this Article X to the contrary and in addition to clauses (iiia) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, through (m) and the Issuer shall not enter into immediately preceding paragraph, this Indenture, including any amendment of the Receivables Pooling Agreement Indenture Supplement, may also be amended without the consent of the Administrative Agent andIndenture Trustee or any of the Noteholders, except for amendments meeting upon delivery to the same criteria, Owner Trustee and supported by the same Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and Officer’s Certificatethe designation of Collateral to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements; provided, as amendments however, that (i) the Issuer shall deliver to the Indenture entered Trustee and the Owner Trustee an Officer's Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing that such amendment will not cause a Ratings Effect. The Indenture Trustee may, but shall not be obligated to, enter into any amendments which adversely affects the Indenture Trustee's rights, duties, benefits, protections, privileges or immunities under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesIndenture or otherwise.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or; (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by this Indenture, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches of Notes); or; (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or; (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or Class; orTranche; (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; orhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; (vig) to evidence and provide for the acceptance of appointment by another corporation as a successor Collateral Agent under the Asset Pool Supplement with respect to the relevant Asset Pool and to add to or change any of the provisions of such Asset Pool Supplement as will be necessary to provide for or facilitate the administration of the trusts under such Asset Pool Supplement by more than one Collateral Agent, to the extent provided for in such Asset Pool Supplement; (h) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); (i) to provide for the consolidation of any Master Trust and the Issuing Entity into a single Entity or the transfer of assets in such Master Trust to the Issuing Entity after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Certificates); (j) if the Transferor under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement is replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; (k) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; (l) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or; (viim) to comply with any regulatory, accounting or tax laws; or (viiin) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles in effect prior to November 15, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) 2009. Additionally, notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article IX to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixn) above, this Indenture or an Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended by without the Issuer, consent of the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Collateral Agent (in its sole and absolute discretion) without the consent of or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer Issuing Entity Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer Issuing Entity shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the futurefuture and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesEffect.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or; (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by the Issuing Entity, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranches of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.;

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicerapplicable Servicer (whose consent shall be required only to the extent that such amendment would materially affect such Subservicer), the applicable Subservicer (whose consent shall be required only to the extent that such amendment would materially affect such Subservicer), the Subservicer) Administrative Agent and if the Series 2018-VF1 Notes are Outstanding, the VFN Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder)) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller HLSS satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; (xi) in connection with any Potential Restructuring or a Servicer Modification, subject, in any case to (a) the delivery of a letter from each Note Rating Agency rating then-Outstanding Notes, to the effect that such Potential Restructuring or Servicer Modification will not result in a Ratings Effect to the then current ratings assigned by such Note Rating Agency to any Outstanding Notes or (b) if the Administrator and the Administrative Agent determine in their reasonable judgment that any Note Rating Agency no longer provides such written confirmation described in clause (a) herein, each Administrative Agent having provided its prior written consent to such amendment which may be given in reliance in part on a certificate of the Issuer that such Potential Restructuring or Servicer Modification, as applicable, will not have a material Adverse Effect on any Outstanding Notes or any Secured Party; or (xxii) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Lawapplicable law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Lawapplicable law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxii) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the applicable Servicer, the applicable Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the such Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (b) each Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or Pooling Agreement, the Receivables Sale AgreementAgreement or as otherwise set forth herein, as applicable, the no Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Base Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Base Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Base Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or; (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or; (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Base Indenture; or; (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or; (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or; (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or; (vii) to comply with any regulatory, accounting or tax laws; or; (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (ix) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Base Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixx) above, this Base Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Base Indenture, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Base Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureBase Indenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, and (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty Administrative Agent shall have consented provided their prior written consent to such amendment. (c) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee. (d) Any amendment of this Base Indenture which affects the rights, duties, immunities, obligations or liabilities of the Credit Manager hereunder shall require the written consent of the Credit Manager. Except as permitted expressly by the Receivables Purchase PC Repurchase Agreement or the Receivables Sale Agreementas otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling PC Repurchase Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Majority Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee and the Collateral Agent of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, upon delivery of an Issuer Tax Opinion, the Issuer may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or; (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this the Base Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendmentNotes. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andNoteholders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in Subject to the related terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or of such Indenture Supplement, without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder Holder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related 12.2 (and each Indenture Supplement with respect to any amendment amendments of this Indenture or an such Indenture Supplement), and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendmentNotes. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andHolders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency (if applicable) that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the Majority Noteholders of such Series in their sole discretion (unless otherwise specified in such Indenture Supplement) or (ii) in the case of an amendment to this Indenture, the Majority Noteholders of each Outstanding Series in their sole discretion (unless otherwise specified in such Indenture Supplement), and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture or an Indenture Supplement for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency (if applicable) rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to withholding tax or tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (xi) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this the Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment by such Indenture Supplement the Majority Noteholders of such Series in their sole discretion (unless otherwise specified in such Indenture Supplement) or (ii) in the case of an amendment to this Indenture, the Majority Noteholders of each Outstanding Series in their sole discretion (unless otherwise specified in such 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 modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) (1) each Note Rating Agency (if applicable) currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agent determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty the Administrative Agent shall have consented provided its prior written consent to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any . (d) Any amendment of this Indenture or any Indenture Supplement which affects the Receivables Sale Agreementrights, and the Issuer shall not enter into any amendment duties, indemnities, immunities, obligations or liabilities of the Receivables Pooling Owner Trustee in its capacity as owner trustee under the Trust Agreement without shall require the written consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesOwner Trustee.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesCounterparty, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to withholding tax on its net income or tax as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporationpool, each for United States federal income tax purposes; or (x) [RESERVED]; or (xi) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxi) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, future and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or Pooling Agreement, the Receivables Sale AgreementAgreement or as otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.112.1(a), without the consent of the Series Required Noteholders of each Series. (d) Any amendment, modification or supplement of this Indenture or any Indenture Supplement which affects the rights, duties, indemnities, obligations or liabilities of the Owner Trustee in its capacity as owner trustee under the Trust Agreement shall require the written consent of the Owner Trustee.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) ), the Administrative Agent and if the Series 2018-VF1 Notes are Outstanding, the VFN Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder)) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; (xi) in connection with any Potential Restructuring or a Servicer Modification, subject, in any case to (a) the delivery of a letter from each Note Rating Agency rating then-Outstanding Notes, to the effect that such Potential Restructuring or Servicer Modification will not result in a Ratings Effect to the then current ratings assigned by such Note Rating Agency to any Outstanding Notes or (b) if the Administrator and the Administrative Agent determine in their reasonable judgment that any Note Rating Agency no longer provides such written confirmation described in clause (a) herein, each Administrative Agent having provided its prior written consent to such amendment which may be given in reliance in part on a certificate of the Issuer that such Potential Restructuring or Servicer Modification, as applicable, will not have a material Adverse Effect on any Outstanding Notes or any Secured Party; or (xxii) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Lawapplicable law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Lawapplicable law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxii) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (b) each Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or Pooling Agreement, the Receivables Sale AgreementAgreement or as otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of Advance Purchaser) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; (xi) in connection with any Potential Restructuring; or (xxii) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxii) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (b) each Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or Pooling Agreement, the Receivables Sale AgreementAgreement or as otherwise set forth herein, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Opinion, Officer’s CertificateCertificate and other applicable deliverables, as applicable, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s 's reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s '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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andSeries Required Noteholders, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s 's Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andNoteholders of more than the Series Required Noteholders of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have an a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) determined by the Administrator to be reasonably necessary to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; (xi) in connection with any Potential Restructuring or a Servicer Modification, subject, in any case to (a) the delivery of a letter from each Note Rating Agency rating then-Outstanding Notes, to the effect that such Potential Restructuring or Servicer Modification will not result in a Ratings Effect to the then current ratings assigned by such Note Rating Agency to any Outstanding Notes or (b) if the Administrator and the Administrative Agent determine in their reasonable judgment that any Note Rating Agency no longer provides such written confirmation described in clause (a) herein, each Administrative Agent having provided its prior written consent to such amendment which may be given in reliance in part on a certificate of the Issuer that such Potential Restructuring or Servicer Modification, as applicable, will not have a material Adverse Effect on any Outstanding Notes or any Secured Party; or (xxii) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Lawapplicable law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Lawapplicable law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ixxii) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this IndentureIndenture or any other Transaction Document; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee 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 at any time in the future, (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (b) each Administrative Agent shall have provided their prior written consent to such amendment and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, any Asset Pool Supplement, or any Indenture Supplement, or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or; (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by this Indenture, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches of Notes); or; (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or; (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or Class; orTranche; (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; orhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; (vig) to evidence and provide for the acceptance of appointment by another corporation as a successor Collateral Agent under the Asset Pool Supplement with respect to the relevant Asset Pool and to add to or change any of the provisions of such Asset Pool Supplement as will be necessary to provide for or facilitate the administration of the trusts under such Asset Pool Supplement by more than one Collateral Agent, to the extent provided for in such Asset Pool Supplement; (h) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); (i) to provide for the consolidation of any Master Trust and the Issuing Entity into a single Entity or the transfer of assets in such Master Trust to the Issuing Entity after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Certificates); (j) if the Transferor under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement is replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; (k) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; (l) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or; (viim) to comply with any regulatory, accounting or tax laws; or (viiin) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles in effect prior to November 15, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) 2009. Additionally, notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article IX to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixn) above, this Indenture or an Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended by without the Issuer, consent of the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Collateral Agent (in its sole and absolute discretion) without the consent of or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer Issuing Entity Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer Issuing Entity shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the futurefuture and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesEffect.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with 10 Business Days’ prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion for each applicable Master Trust and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, the Issuer may amend this Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (iib) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 8.11; or (vig) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (h) to provide for the consolidation of any Master Trust and the Issuer into a single Entity or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Collateral Certificates); or (i) if one or more additional Transferors under the Transfer Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (j) to designate additional Collateral to the Issuer; (k) to provide for additional or alternative forms of credit enhancement for any Series Series, Class or Class Tranche of Notes; or (viil) to comply with any regulatory, accounting accounting, securities or tax laws, rules, regulations or requirements; or (viiim) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article X to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixm) above, the Issuer and the Indenture Trustee may amend this Indenture, including any Indenture Supplement, to modify, eliminate or add to the provisions of this Indenture (i) to facilitate compliance with any amendment to, or any interpretive guidance by the FDIC or its staff with respect to, the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents or (ii) to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture, including any Indenture Supplement, in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act; provided, that the Issuer shall deliver to the Indenture Trustee and the Owner Trustee (x) an Officer’s Certificate to the effect that (A) the Issuer reasonably believes that such amendment will not have a material adverse effect on the Noteholders or (B) such amendment is required to remain in compliance with the FDIC Rule or any other change of law or regulation which applies to the Issuer or the transactions governed by the Transaction Documents or such amendment is required to cause the provisions hereof to conform to or be consistent with or in furtherance of the statements made with respect to this Indenture, including any Indenture Supplement, in any applicable Registration Statement on Form SF-3, as amended, under the Securities Act, and (y) an Issuer Tax Opinion with respect to such amendment; provided, however, that the Issuer shall deliver written notice of the substance of the proposed amendment to each Note Rating Agency at least 10 Business Days prior to the proposed effective date of such amendment (or such shorter period as is agreed to in writing by each Note Rating Agency). Additionally, notwithstanding any provision of this Article X to the contrary and in addition to clauses (a) through (m) above, this Indenture, including any Indenture or an Indenture Supplement Supplement, may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of the Indenture Trustee or any of the Noteholders or any other PersonNoteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, for the purpose of (i) adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying in any manner the rights of the Noteholders Holders of the Notes under this IndentureIndenture or any Indenture Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) each the Note Rating Agency currently rating Condition shall be satisfied. Additionally, notwithstanding any provision of this Article X to the Outstanding Notes confirms contrary and in writing addition to clauses (a) through (m) and the immediately preceding paragraph, this Indenture, including any Indenture Supplement, may also be amended without the consent of the Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master Trust Tax Opinion, to provide for (i) the establishment of multiple asset pools and the designation of Collateral to be included as part of specific asset pools or (ii) those changes necessary for compliance with securities law requirements or banking laws or regulations; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not cause a Ratings have an Adverse Effect on and is not reasonably expected to have an Adverse Effect at any Outstanding Notes time in the future and (iiiii) the Note Rating Agency Condition shall be satisfied. The Issuer shall send a copy of any amendment to this Indenture or any Indenture Supplement to each Derivative Counterparty shall have consented to such amendmentNote Rating Agency. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale AgreementThe Indenture Trustee may, as applicable, the Servicer but shall not be obligated to, enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to which adversely affects the Indenture entered into Trustee’s rights, duties, benefits, protections, privileges or immunities under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesIndenture or otherwise.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in Subject to the related terms and provisions of each Indenture Supplement with respect to any amendment to this Indenture or of such Indenture Supplement, without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the requisite parties pursuant to the related Indenture Supplement, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the futureEffect, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision hereinherein or with the description of such provision in the related private placement memorandum (or the related supplement thereto), or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; oror 153 (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or; (ix) to prevent the Issuer from being subject to withholding tax or tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; (x) as determined by the Administrator to be reasonably necessary in order to maintain the rating currently assigned by the applicable Note Rating Agency and/or to avoid such Class of Notes being placed on negative watch by such Note Rating Agency; or (xxi) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related 12.2 (and each Indenture Supplement with respect to any amendment amendments of this Indenture or an such Indenture Supplement), and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by the requisite parties pursuant to the related 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 modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes 154 and is not reasonably expected to have a material an Adverse Effect at any time in the future, future and (ii) (1) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes or (2) if the Administrator and the Administrative Agents determine in their reasonable judgment that an applicable Note Rating Agency no longer provides such written confirmation described in the foregoing clause (1), (a) the Administrator shall provide notice of such amendment to the related Note Rating Agency and (iiib) each Derivative Counterparty Administrative Agent shall have consented provided its prior written consent to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andNoteholders of more than 50% (by Class Invested Amount) of each Class of each Series, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer to the Indenture Trustee of an Officer’s 's Certificate to the effect that the Issuer reasonably believes that such amendment could not have an Adverse Effect and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: (i) to evidence the succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes; or (ii) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer, for the benefit of the Noteholders of the Notes of any or all Series or Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series or Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series or Classes); or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note as provided in Article V, and to provide for the issuance of any Series or Class of Notes as provided in Article VI and to set forth the terms thereof, and/or to add to the rights of the Noteholders of the Notes of any Series or Class; or (v) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunder; or (vi) to provide for additional or alternative forms of credit enhancement for any Series or Class of Notes; or (vii) to comply with any regulatory, accounting or tax laws; or (viii) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s 's reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. . (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, and in addition to clauses (i) through (ix) above, this Indenture or an Indenture Supplement may also be amended by the Issuer, the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) Servicer and the Administrative Agent (in its sole and absolute discretion) without the consent of any of the Noteholders or any other Person, upon delivery of an Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders of the Notes under this Indenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s '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 at any time in the future, (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the The Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement Agreement, without the consent of the Administrative Agent andSeries Required Noteholders, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s 's Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each Series.

Supplemental Indentures and Amendments Without Consent of Noteholders. (a) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without Without the consent of the Noteholders Holders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding NotesAgency, the Collateral Agent and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the Issuer Issuing Entity to the Indenture Trustee and the Collateral Agent of an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have an Adverse Effect and is not reasonably expected to have a material an Adverse Effect on the Noteholders of the Notes at any time in the future, and, with respect to subsections (a), (b), (d), (f) through (j) and (l) through (n) of this Section 9.01, upon delivery of an Issuing Entity Tax Opinion, the Issuing Entity may amend this Indenture, including any Asset Pool Supplement, any Indenture Supplement or enter into one or more Asset Pool Supplements or Indenture Supplements, in form satisfactory to the Indenture Trustee and the Collateral Agent, for any of the following purposes: (ia) to evidence the succession of another Person Entity to the IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Notes; or (iib) to add to the covenants of the IssuerIssuing Entity, or to surrender any right or power herein conferred upon the IssuerIssuing Entity by the Issuing Entity, for the benefit of the Noteholders Holders of the Notes of any or all Series Series, Classes or Classes Tranches (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Series Series, Classes or Classes Tranches of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Series Series, Classes or ClassesTranches); or (iiic) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (ivd) to add to this Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding provision in any similar federal statute hereafter enacted; or (e) to establish any form of Note Note, as provided in Article VII, and to provide for the issuance of any Series Series, Class or Class Tranche of Notes as provided in Article VI III and to set forth the terms thereof, and/or to add to the rights of the Noteholders Holders of the Notes of any Series Series, Class or ClassTranche; or (vf) to evidence and provide for the acceptance of appointment by another corporation as a successor Indenture Trustee hereunderhereunder with respect to one or more Series, Classes or Tranches of Notes and to add to or change any of the provisions of this Indenture as will be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to Section 7.11; or (vig) to evidence and provide for the acceptance of appointment by another corporation as a successor Collateral Agent under the applicable Asset Pool Supplement with respect to the relevant Asset Pool and to add to or change any of the provisions of such Asset Pool Supplement as will be necessary to provide for or facilitate the administration of the trusts under such Asset Pool Supplement by more than one Collateral Agent, to the extent provided for in such Asset Pool Supplement; or (h) to add any additional Early Amortization Events or Events of Default in respect of the Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of Default are expressly being included solely for the benefit of one or more specified Series, Classes or Tranches of Notes); or (i) to provide for the consolidation of any Master Trust and the Issuing Entity into a single Entity or the transfer of assets in such Master Trust to the Issuing Entity after the termination of all Series of Investor Certificates (other than the related Collateral Certificate or Certificates); or (j) if one or more additional Transferors under the Transfer and Servicing Agreement or any Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any necessary changes to the Indenture or any other related document; or (k) to establish an Asset Pool and to set forth the terms thereof, including the designation of Collateral thereto, and/or to add to the rights of the Holders of Notes of any Series, Class or Tranche secured by an Asset Pool; or (l) to provide for additional or alternative forms of credit enhancement for any Series or Class Tranche of Notes; or (viim) to comply with any regulatory, accounting or tax laws; or (viiin) to qualify for “off-balance sheet” sale treatment under GAAPgenerally accepted accounting principles. Additionally, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) notwithstanding any provision of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel this Article IX to the Receivables Seller satisfactory to each Note Rating Agency rating Outstanding Notes and to each Noteholder of a Variable Funding Note); or (ix) to prevent the Issuer from being subject to tax on its net income as an association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, each for United States federal income tax purposes; or (x) as otherwise provided in the related Indenture Supplement. (b) In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as a “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, subject to the terms and conditions of Section 12.2, unless otherwise provided in the related Indenture Supplement with respect to any amendment of this Indenture or an Indenture Supplement, contrary and in addition to clauses (ia) through (ixn) above, this Indenture or an Indenture, including any Indenture Supplement or any Asset Pool Supplement, may also be amended by without the Issuer, consent of the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Collateral Agent (in its sole and absolute discretion) without the consent of or any of the Noteholders or any other PersonNoteholders, upon delivery of an Issuer Issuing Entity Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, any Indenture Supplement or any Asset Pool Supplement or of modifying in any manner the rights of the Noteholders Holders of the Notes under this Indenture, any Indenture Supplement or any Asset Pool Supplement; provided, however, that (i) the Issuer Issuing Entity shall deliver to the Indenture Trustee, the Collateral Agent and the Owner Trustee an Officer’s Certificate to the effect that the Issuer Issuing Entity reasonably believes that such amendment could will not have a material an Adverse Effect on any Outstanding Notes and is not reasonably expected to have a material an Adverse Effect at any time in the futurefuture and that such amendment does not adversely affect the rights, duties, benefits, protections, privileges or immunities of the Indenture Trustee or the applicable Collateral Agent and (ii) each Note Rating Agency currently rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes and (iii) each Derivative Counterparty shall have consented to such amendment. Except as permitted expressly by the Receivables Purchase Agreement or the Receivables Sale Agreement, as applicable, the Servicer shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement without the consent of the Administrative Agent and, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as amendments to the Indenture entered into under this Section 12.1, without the consent of the Series Required Noteholders of each SeriesEffect.