Common use of Supplemental Indentures with Consent of Noteholders Clause in Contracts

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Stated Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Issuing Entity and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Issuer Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Note Insurer and with] the consent of Holders of Notes representing evidencing not less than a majority 51% of the Note Balance of all Outstanding Notes the Controlling Class and with prior written notice to the Rating Agencies, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer at any time and the Indenture Trustee may from time to time enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) the Rating Agency Condition shall have been satisfied with respect such action and (ii) no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding Note Note, to the extent any such Person is materially and adversely affected therebyby such supplemental indenture: (ai) change any Final Scheduled Distribution Date or the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon applicable thereto or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (bii) reduce the percentage of the Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of Notes of which is required for any such supplemental indenture, or the consent of the Holders of Notes of which is required for any waiver of compliance with certain provisions of this Indenture hereunder or Defaults hereunder certain defaults and their consequences provided for in this Indenture; (ciii) modify or alter (A) the provisions of the proviso to the definition of the term “Outstanding”, (B) the definition of the term “Note Balance” or (C) the definition of the term “Controlling Class”; (iv) reduce the percentage of the Note Balance required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds of such sale or liquidation would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (v) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other Basic Document; (vi) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (fvii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for amount of any Payment payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such Deficiency Amountcalculation) or to affect the rights of the Holders of the Notes to the benefits benefit of any provisions for the mandatory redemption of the Notes contained herein; (viii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Noteholders of the security provided by the Lien of this Indenture; or (gix) incur impair the right to institute suit for the enforcement of payment as provided in Section 5.07. In addition, any indebtedness, other than supplement which affects the Notes, that would cause Owner Trustee shall require the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)Owner Trustee's written consent. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2025-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2025-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2025-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2025-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2014-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time Outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or 71 change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (a2) change the date of any Payment Date or the Stated Maturity Date of the Notes modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Note Interest Rate thereon Holders of which are required to consent to any such supplemental indenture or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then Outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series. (d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail such supplemental indenture and a give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the 72 substance of such supplemental indenture indenture, to the Holders of the Notes to which such supplemental indenture relatesall Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2019-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2019-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2019-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2019-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, and with the consent of the Note Insurer Required Holders and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes each Swap Counterparty, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyand each Swap Counterparty: (ai) change reduce the date amount or extend the time of payment of any Payment Date amount owing or the Stated Maturity Date of the Notes payable under any Note; (ii) increase or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due payable on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note; (biii) reduce alter or modify the percentage provisions of the Note Balance Transfer and Servicing Agreement with respect to the order of priorities in which Collections on the Loans shall be paid to Noteholders or with respect to the amount or timing of payments on the Notes; (iv) reduce, modify or amend any indemnities in favor of any Noteholder or in favor of or to be paid by the Trust Depositor, or alter the definition of the Outstanding Notes, parties that are indemnified hereunder to exclude any Noteholder; (v) make any interest or principal payable in a currency other than U.S. dollars; (vi) permit the consent creation of any Lien on the Loans senior to or on a parity with the lien of the Holders of which is required for any such supplemental indenture, Indenture or permit the consent termination or derogation of the Holders lien of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this the Indenture; (cvii) modify any of modify, amend or supplement the provisions of this Sectionthe Transfer and Servicing Agreement relating to amendments, Section 5.13 waivers and supplements to the Indenture, the Transfer and Servicing Agreement or Section 5.17(b), except any other document; or (viii) modify the percentage of Noteholders required to increase make any percentage specified therein modification of the Indenture or to provide that certain other provisions of this direct the Indenture cannot be modified Trustee to sell or waived without liquidate the Loans; provided, that, only the consent of the Holder of each Outstanding Note affected thereby; (d) modify thereby shall be required for any decrease in an amount of or alter the provisions rate of interest payable on the proviso Note or any extension for the time of payment of any amount payable under the Note or any reduction, modification or amendment of any indemnities in favor of such Noteholder or in favor of or to be paid by the Trust Depositor, or the alteration of the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien “indemnified parties” to exclude such Noteholder; provided, further, that, Section 3.27 of this Indenture with respect shall not be amended without the consent of each Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any part of the Trust Estate (except Note Owner for or as otherwise permitted an inducement to any consent, waiver or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation amendment of any of the individual components terms or provisions of such Deficiency Amount) this Indenture, the Transfer and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Note Owners that so consent, waive or agree to amend in the meaning of Code Section 7701(i). The Indenture Trustee may time frame set forth in its discretion determine whether solicitation documents relating to such consent, waiver or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithagreement. It shall not be necessary for any Act of Noteholders Noteholders, as herein defined, under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Swap Counterparties and to the Holders of the Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the prior written consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes Majority Noteholders, by Act of said Holders Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer Issuer, the Servicer, the Back-up Servicer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided that if any party to this Agreement is unable to sign any amendment due to its dissolution, winding up or comparable circumstances, then the consent of all Noteholders not so effected shall be sufficient to effect such amendment without such party's signature; provided, however, that no such amendment shall impose on the party that is unable to provide a signature any obligation or liability in excess of what is then currently imposed hereunder prior to such amendment; provided further that no such supplemental -------- ------- indenture shall, without the consent of each of the Holder Noteholders of each Outstanding Note affected therebythereby and satisfaction of the Rating Agency Condition: (a) change the Stated Maturity of any Note or the due date of any Payment Date installment of principal of, or the Stated Maturity Date any installment of the Notes interest on, any Note, or reduce the principal amount thereof, thereof or the applicable Note Interest Rate thereon thereof or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment, or change the payment of any installment of basis on which interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (is computed; or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance in principal amount of the Outstanding Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults hereunder and Events of Default or their consequences provided for in this Indenture;consequences; or (c) modify any of impair or adversely affect the provisions of this Section, Section 5.13 Trust Estate except as otherwise permitted herein; or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; ; or (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted modify or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of alter the provisions of this Indenture in such manner as the proviso to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained hereinSection 6.04; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2016-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2015-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2020-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2020-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2020-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2020-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2020-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"” or (ii) the definition of the term “Note Balance”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2015-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [The Issuing Entity and the consent of Indenture Trustee, when authorized by an Issuing Entity Request, may, with prior written notice to each Rating Agency and the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the aggregate Note Balance of (i) the Class I-A Notes if any Class I-A Notes are the only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are the only Notes Affected (iv) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (v) all Outstanding Notes, if the Class I-A Notes, the Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Issuer Issuing Entity and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes or interest on any Note, reduce the principal amount thereof, the Note Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Issuersale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof; (b) reduce the percentage of the Note Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to indenture. Notwithstanding the Holders of the Notes to which such supplemental indenture relates. Any foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuing Entity, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority entitled to at least 50% of the Note Balance of all Outstanding Notes Voting Rights, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, when authorized by an Issuer Order, and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions ofprovisions, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the date final installment of principal of, or any Payment Date or the Stated Maturity Date installment of the Notes interest on, any Note or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the IssuerRedemption Date, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof date such payment is due or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date of the final installment of the principal thereof (or, in the case of redemption, on or after the applicable Redemption Date); (b2) reduce the percentage of the Note Balance of the Outstanding NotesVoting Rights, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c3) modify any of the provisions of this SectionSection 9.02, Section 5.13 5.14 or Section 5.17(b5.18(b) or 5.18(c), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e5) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount principal or interest for any Payment Date on any Notes (including the calculation of any of the individual components of such Deficiency AmountDebt Service Requirement) or to affect the rights of the Holders of the Notes to the benefits of any provisions contained herein for the mandatory redemption payment of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)principal. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture pursuant to this Section 9.02 or Section 9.01(4) hereof and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such (a) No supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby: (ai) change the date of any Legal Final Payment Date or the Stated Maturity Date due date of the Notes any payment of principal of or interest, as applicable, on any Note, reduce the principal amount thereof, of any Note or any rate of interest or the Note Interest Rate thereon or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed at redeemed, change the option provisions of this Indenture relating to the Issuerapplication of proceeds of any Loan Assets to the payment of principal, interest or of distributions pursuant to the Sale and Servicing Agreement, change any place of payment where, or the coin or currency in which, any Note or any the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement provisions of the Indenture regarding payment of on the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Notes; (bii) reduce the percentage of the Note Aggregate Outstanding Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions any provision of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the provisions of the proviso to the definition of the term “Holder”; (eiv) modify or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Seller, the Servicer, an affiliate of any of them or any obligor on the Notes; (v) modify any provisions hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in the Indenture; or (vi) reduce the percentage of the Aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (viii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (Indenture Collateral or, except as otherwise permitted or contemplated herein) herein or by any other Transaction Document, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded provided by the lien of this Indenture;. (fb) modify any The Issuer shall only enter into a supplemental indenture in compliance with Section 4.01(c) of the provisions Trust Agreement and Section 9.06 hereof; provided that such action shall not, as evidenced by an Opinion of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date Counsel, (including the calculation of any of the individual components of such Deficiency Amounti) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "an association, publicly traded partnership or taxable mortgage pool" within , in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the meaning Notes to be deemed to have been sold or exchanged under Section 1001 of the Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not (iii) cause any Notes would that were characterized as indebtedness at the time of issuance to be affected by any supplemental indenture and characterized as other than indebtedness (which Opinion of Counsel may rely upon an Officer’s Certificate of the Servicer with respect to the effect of any such determination shall be conclusive upon amendment on the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form economic interests of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Noteholder). (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture and or a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (d) The Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.02 to the extent that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect that such supplemental indenture will not (i) cause the Issuer to be treated as an association, publicly traded partnership or taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2024-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"” or (ii) the definition of the term “Note Balance”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, the Issuer Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02 or Section 9.01, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2018-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2018-B Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2018-B Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2018-B Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Trust and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2024-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"” or (ii) the definition of the term “Note Balance”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2017-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment of any other 2017-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2017-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2017-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2018-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2018-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2018-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2018-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Issuing Entity and the Indenture TrusteeTrustee and the consent of the Hedge Providers (if the related Hedge Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the related Hedge Agreement is not materially affected by such supplemental indenture), the Issuer Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Hedge Providers to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the consent of Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the aggregate Note Balance of (i) the Class I-A Notes if any Class I-A Notes are the only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are the only Notes Affected (iv) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (v) all Outstanding Notes, if the Class I-A Notes, the Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes or interest on any Note, reduce the principal amount thereof, the Note Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Issuersale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof; (b) reduce the percentage of the Note Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; (d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to indenture. Notwithstanding the Holders of the Notes to which such supplemental indenture relates. Any foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2012-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer Purchaser and with] with the consent of Holders of Secured Notes representing not less than a majority of the Note Principal Balance of all Outstanding Secured Notes by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Secured Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Secured Notes or or, with respect to the Secured Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Secured Note may be redeemed at the option of the IssuerServicer, change any place of payment where, or the coin or currency in which, any Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Secured Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Secured Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Secured Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Secured Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Secured Notes to the benefits of any provisions for the mandatory redemption of Secured Notes contained herein; or; (g) incur any indebtedness, other than the Secured Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i); or (h) engage in any activities contrary to the status of the Trust as a qualified special purpose entity under the existing accounting literature. The Indenture Trustee may in its discretion determine whether or not any Secured Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Secured Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Secured Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesrelates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2021-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2021-A Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2021-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2021-A Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2016-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes of both Classes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Stated Final Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Final Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise for encumbrances permitted or contemplated hereinunder the Depositor Sale Agreement) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Required Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Required Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2019-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”; (d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes; (e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Section, Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2019-B Basic Document; (f) modify any provision of this Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2019-B Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding"Notes contained herein; (eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the mandatory redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or (gj) incur any indebtednessmodify the definitions of 2019-B Aggregate Securitization Value, other than the Notes, that would cause the Issuer Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2021-B Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"” or (ii) the definition of the term “Note Balance”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Note Insurer and with] the consent of Holders of Notes representing evidencing not less than a majority 51% of the Note Balance and with the consent of all Outstanding Notes the Insurer (if no Insurer Default shall have occurred and be continuing), with prior notice to the Insurer and the Rating Agencies, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer at any time and the Indenture Trustee may from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such -------- ------- supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (ii) no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (iii) no such supplemental indenture will be permitted without the consent of the Insurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without -------- ------- the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture: (ai) change any Class Final Distribution Date or the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon applicable thereto or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or ; (ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds, as provided in Article V, to the payment of any installment of interest amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (biii) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with the provisions of this Indenture or Defaults of defaults hereunder and their consequences as provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (div) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (ev) reduce the percentage of the Note Balance the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay in full the principal amount of and accrued but unpaid interest on the Notes; (vi) modify any of the provisions of this Indenture in such a manner as to affect the rights of the Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes; or (vii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Base Principal Payment Amount for any Payment Date and either Class (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders Majority Facility Investors delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer, the Back-Up Servicer and, by an Issuer and Order, the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture and Servicing Agreement or of modifying in any manner the rights of the Holders of the Notes Noteholders under this IndentureIndenture and Servicing Agreement; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ai) change the date Stated Maturity or Mandatory Redemption Date of any Note or the amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the Stated Maturity Date priority of the Notes payment thereof as set forth herein, or reduce the principal amount thereofthereof or the Carrying Cost, the Note Interest Rate Usage Fee and Unused Fee thereon or the Redemption Price with respect related thereto, or change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or modify or alter the definition of the term “Advance Rate,” or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof; (bii) reduce the required percentage of the Outstanding Note Balance of the Outstanding Notes, the consent of the Holders of which is required for that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture and Servicing Agreement or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (ciii) modify any of the provisions of this Section, Section 5.13 9.02 or Section 5.17(b), 6.13 hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture and Servicing Agreement cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby; (div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";”; or (ev) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture and Servicing Agreement with respect to any part of the Trust Estate or terminate (except as otherwise permitted or contemplated provided for herein) or terminate the lien of this Indenture and Servicing Agreement on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien of this Indenture;Indenture and Servicing Agreement; provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture and Servicing Agreement that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder; provided further, that the Indenture Trustee shall not enter into any such supplemental indenture which would have an adverse effect on the Hedge Counterparty without the written consent of the Hedge Counterparty and the Indenture Trustee shall be entitled to receive and rely on an Officer’s Certificate of the Hedge Counterparty as to whether a proposed supplemental indenture will adversely affect the Hedge Counterparty. (fb) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee each Noteholder a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes of both Classes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the date of any Payment Date or the Stated Final Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Final Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b2) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c3) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated hereinfor Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Required Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Required Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g7) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance Outstanding Amount of all Outstanding the Notes of each adversely affected Series of Notes, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, thereto or change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (bc) reduce the percentage of the Note Balance which constitutes a majority of the Outstanding Notes, Amount of the Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture; (cd) modify any reduce the percentage of the provisions Outstanding Amount of this Sectionany Notes, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct the Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series; (de) decrease the percentage of the Outstanding Amount of the Notes required to amend the sections of this Indenture which specify the applicable percentage of the aggregate principal amount of the Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition of Trust, any other Obligor on the term "Outstanding";Notes, a Seller or any affiliate thereof; or (eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (Collateral for any Notes or, except as otherwise permitted or contemplated herein) or , terminate the lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture and a relates written notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of both of the Classes by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Payment Amount for any Payment Date and either Class (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds, or reduce the principal amount of any issue of Pledged First Mortgage Bonds (except, as provided in this Indenture, upon the Substitution Date) or Pledged Substituted Mortgage Bonds to an amount less than the principal amount of the related issue of Notes or alter the payment provisions of such Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (a2) change the date of any Payment Date or the Stated Maturity Date of the Notes modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Note Interest Rate thereon Holders of which are required to consent to any such supplemental indenture or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail such supplemental indenture and a give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture indenture, to the Holders of the Notes to which such supplemental indenture relatesall Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Notwithstanding anything to the contrary in this Section 13.02, if any proposed supplemental indenture would affect only a limited number of series or issues of Notes, only the Holders of the Notes so affected shall be entitled to consent to such supplemental indenture, and, subject to Sections 13.02(a)(1) and (2), such supplemental indenture may be approved with the consent of the Holders of a majority in aggregate principal amount of the Notes so affected.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time Outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or premium, if any, or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the 65 Noteholders to institute suit for the enforcement of any payment of principal of or premium, if any, or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (a2) change the date of any Payment Date or the Stated Maturity Date of the Notes modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Note Interest Rate thereon Holders of which are required to consent to any such supplemental indenture or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then Outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series. (d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (e) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail such supplemental indenture and a give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture indenture, to the Holders of the Notes to which such supplemental indenture relatesall Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [(a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance Outstanding Amount of all Outstanding Notes the Notes, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon interest rate applicable thereto, or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (bii) reduce the percentage of the Note Balance Outstanding Amount of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"”; (eiv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes; (v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this Indenture; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) (it being understood that the issuance of any Notes and the specification of the terms and provisions thereof pursuant to an Officer’s Issuance Certificate shall not be deemed to have such effect for purposes hereof), or modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuer, the Seller or any Affiliate of either of them; or (vii) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;. (fb) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunderthereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. . (c) It shall not be necessary for any sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. . (d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such (a) No supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby: (ai) change the date of any Legal Final Payment Date or the Stated Maturity Date due date of the Notes any payment of principal of or interest, as applicable, on any Note, reduce the principal amount thereof, of any Note or any rate of interest or the Note Interest Rate thereon or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, change the earliest date on which any Note may be redeemed at redeemed, change the option provisions of this Indenture relating to the Issuerapplication of proceeds of any Loan Assets to the payment of principal, interest or of distributions pursuant to the Sale and Servicing Agreement, change any place of payment where, or the coin or currency in which, any Note or any the principal thereof, or interest thereon thereon, is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement provisions of the Indenture regarding payment of on the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Notes; (bii) reduce the percentage of the Note Aggregate Outstanding Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions any provision of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the provisions of the proviso to the definition of the term “Holder”; (eiv) modify or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Seller, the Servicer, an affiliate of any of them or any obligor on the Notes; (v) modify any provisions hereunder in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in the Indenture; or (vi) reduce the percentage of the Aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Indenture Collateral pursuant to Section 5.04; (vii) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; or (viii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (Indenture Collateral or, except as otherwise permitted or contemplated herein) herein or by any other Transaction Document, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded provided by the lien of this Indenture;. (fb) modify any The Issuer shall only enter into a supplemental indenture in compliance with Section 4.01(c) of the provisions Trust Agreement and Section 9.06 hereof; provided that such action shall not, as evidenced by an Opinion of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date Counsel (including the calculation of any of the individual components of such Deficiency Amounti) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "an association, publicly traded partnership or taxable mortgage pool" within , in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the meaning Notes to be deemed to have been sold or -lii- BUSINESS.29147457.3 exchanged under Section 1001 of the Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not (iii) cause any Notes would that were characterized as indebtedness at the time of issuance to be affected by any supplemental indenture and characterized as other than indebtedness (which Opinion of Counsel may rely upon an Officer’s Certificate of the Servicer with respect to the effect of any such determination shall be conclusive upon amendment on the Holders economic interests of all Notesany Noteholder); provided, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee that the opinion described in clause (ii) shall not be liable for any such determination made required in good faith. It shall not be necessary for any Act connection with the issuance of Noteholders under this Additional Notes pursuant to Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 2.03 hereof. (c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental indenture and or a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (d) The Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.02 to the extent that written advice from Dechert LLP or Winston & ▇▇▇▇▇▇ LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect that such supplemental indenture will not (i) cause the Issuer to be treated as an association, publicly traded partnership or taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer Purchaser and with] with the consent of Holders of Secured Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Secured Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Secured Notes or or, with respect to the Secured Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Secured Note may be redeemed at the option of the IssuerServicer, change any place of payment where, or the coin or currency in which, any Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Secured Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Secured Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Secured Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Secured Notes to the benefits of any provisions for the mandatory redemption of Secured Notes contained herein; or (g) incur any indebtedness, other than the Secured Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Secured Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Secured Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Secured Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of all of the Classes by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes of both Classes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Stated Final Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Final Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise for encumbrances permitted or contemplated hereinunder the Sponsor Sale Agreement) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Required Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Required Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer Request, also may, with the prior written consent of the Insurer and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of said Holders such Holders, or the Insurer pursuant to Section 4.12 hereof, delivered to the Issuer Issuer, the Securities Administrator and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon thereof or the Redemption Price with respect theretointerest rate thereon, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Trust Estate and to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof; (bii) reduce the percentage of the Note Balance Principal Balances of the Outstanding Notes, or any Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding"” or modify or alter the exception in the definition of the term “Holder” (iv) reduce the percentage of the Note Principal Balances of the Notes, or any Class of Notes, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04 hereof; (ev) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby; (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or (vii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtednessand provided, other than the Notesfurther, that would such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer or (if 100% of the Trust Estate Certificates and the Retained Notes (to the extent that such Retained Notes have not received a “will be debt” opinion) are not owned by American Home Mortgage Acceptance Inc.) to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)subject to an entity level tax for federal income tax purposes. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any Any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee action shall not be liable for adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such determination made in good faithsupplemental indenture) as evidenced by an Opinion of Counsel (provided by the Person requesting such supplemental indenture) delivered to the Indenture Trustee. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Owner Trustee and the Holders of the Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds, or reduce the principal amount of any issue of Pledged First Mortgage Bonds (except, as provided in this Indenture, upon the Substitution Date) or Pledged Substituted Mortgage Bonds to an amount less than the principal amount of the related issue of Notes or alter the payment provisions of such Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (a2) change the date of any Payment Date or the Stated Maturity Date of the Notes modify this Section 13.02(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Note Interest Rate thereon Holders of which are required to consent to any such supplemental indenture or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.02, the Indenture Trustee shall mail such supplemental indenture and a give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture indenture, to the Holders of the Notes to which such supplemental indenture relatesall Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture. (e) Notwithstanding anything to the contrary in this Section 13.02, if any proposed supplemental indenture would affect only a limited number of series or issues of Notes, only the Holders of the Notes so affected shall be entitled to consent to such supplemental indenture, and, subject to Sections 13.02(a)(1) and (2), such -68- supplemental indenture may be approved with the consent of the Holders of a majority in aggregate principal amount of the Notes so affected.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders Majority Facility Investors delivered to the Issuer and the Indenture Trustee, the Issuer, the Servicer, the Back-Up Servicer and, by an Issuer and Order, the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture and Servicing Agreement or of modifying in any manner the rights of the Holders of the Notes Noteholders under this IndentureIndenture and Servicing Agreement; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ai) change the date Stated Maturity or Mandatory Redemption Date of any Note or the amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the Stated Maturity Date priority of the Notes payment thereof as set forth herein, or reduce the principal amount thereofthereof or the Carrying Cost, the Note Interest Rate Usage Fee and Unused Fee thereon or the Redemption Price with respect related thereto, or change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or modify or alter the definition of the term “Advance Rate,” or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof; (bii) reduce the required percentage of the Outstanding Note Balance of the Outstanding Notes, the consent of the Holders of which is required for that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture and Servicing Agreement or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (ciii) modify any of the provisions of this Section, Section 5.13 9.02 or Section 5.17(b), 6.13 hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture and Servicing Agreement cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby; (div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";”; or (ev) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture and Servicing Agreement with respect to any part of the Trust Estate or terminate (except as otherwise permitted or contemplated provided for herein) or terminate the lien of this Indenture and Servicing Agreement on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien of this Indenture;Indenture and Servicing Agreement; provided, no such supplemental indenture may modify or change any terms whatsoever of the Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder; provided further, that the Indenture Trustee shall not enter into any such supplemental indenture which would have an adverse effect on the Hedge Counterparty without the written consent of the Hedge Counterparty and the Indenture Trustee shall be entitled to receive and rely on an Officer’s Certificate of the Hedge Counterparty as to whether a proposed supplemental indenture will adversely affect the Hedge Counterparty. (fb) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee each Noteholder a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 9.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. With [Issuer and Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less more than a majority 50% of the Note Balance principal balance of all the Outstanding Notes of each adversely affected Series, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, however that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the date of any Payment Date or the Stated Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon interest rate or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after delay the Stated Maturity Date (or, in the case final maturity date of redemption, on or after the applicable Redemption Date)any Note; (b) reduce the percentage of the Note Balance Outstanding Notes of the Outstanding Notes, any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture; (c) modify any reduce the percentage of the provisions Outstanding Notes of this Sectionany Series, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series; (d) decrease the percentage of the Outstanding Notes required to amend the sections of this Indenture which specify the applicable percentage of the Outstanding Notes of any Series necessary to amend the Indenture or any Transaction Documents which require such consent; or (e) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of prohibiting the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption voting of Notes contained herein; or (g) incur held by Issuer, any indebtedness, other than Obligor on the Notes, that would cause the Issuer a Transferor or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)any affiliate thereof. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. Satisfaction of the Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this Section 10.2 for which the consent of all of the adversely affected Noteholders is obtained; provided that prior notice of any such supplemental indenture shall be given to each Rating Agency. It shall not be necessary for any Act of Noteholders under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 10.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture and a relates written notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 10.1 hereof) of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or repaid at the option of the holder thereof or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note Mortgage Bonds to an amount less than the principal amount of the related series of Notes or alter the payment provisions of such Senior Note Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or (a2) change the date of any Payment Date or the Stated Maturity Date of the Notes modify this Section 13.2(a) or reduce the principal amount thereofaforesaid percentage of Notes, the Note Interest Rate thereon Holders of which are required to consent to any such supplemental indenture or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 13.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. . (d) Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 13.2, the Indenture Trustee shall mail such supplemental indenture and a give notice in the manner provided in Section 15.10 hereof, setting forth in general terms the substance of such supplemental indenture indenture, to the Holders of the Notes to which such supplemental indenture relatesall Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes Majority Noteholders, by Act of said Holders such Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes any Noteholder under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby: (a) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount balance thereof, the Note Interest Rate interest rate thereon or the Redemption Termination Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V hereof, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of or alter the provisions of the definition of the term "Outstanding" or "Percentage Interest"; (d) reduce the Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04 hereof; (e) modify any provision of this Section, Section 5.13 or Section 5.17(b), 9.02 except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such Deficiency Amountcalculation) or to adversely affect the rights of the Holders of the Notes Noteholders to the benefits benefit of any provisions for the mandatory redemption of the Notes contained herein; or (g) incur permit the creation of any indebtednesslien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, other than except as otherwise permitted or contemplated herein, terminate the Notes, that would cause lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the Issuer or security provided by the Trust Estate to be treated as a "taxable mortgage pool" within the meaning lien of Code Section 7701(i)this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Noteseach Noteholder, whether theretofore or of thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. In connection with requesting the consent of the Noteholders pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, subject to the satisfaction of the Rating Agency Condition, and with the consent of the Note Insurer Required Holders and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes each Swap Counterparty, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyand each Swap Counterparty: (ai) change reduce the date amount or extend the time of payment of any Payment Date amount owing or the Stated Maturity Date of the Notes payable under any Note; (ii) increase or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due payable on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note; (biii) reduce alter or modify the percentage provisions of the Note Balance Transfer and Servicing Agreement with respect to the order of priorities in which Collections on the Loans shall be paid to Noteholders or with respect to the amount or timing of payments on the Notes; (iv) reduce, modify or amend any indemnities in favor of any Noteholder or in favor of or to be paid by the Trust Depositor, or alter the definition of the Outstanding Notes, parties that are indemnified hereunder to exclude any Noteholder; (v) make any interest or principal payable in a currency other than U.S. dollars; (vi) permit the consent creation of any Lien on the Loans senior to or on a parity with the lien of the Holders of which is required for any such supplemental indenture, Indenture or permit the consent termination or derogation of the Holders lien of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this the Indenture; (cvii) modify any of modify, amend or supplement the provisions of this Sectionthe Transfer and Servicing Agreement relating to amendments, Section 5.13 waivers and supplements to the Indenture, the Transfer and Servicing Agreement or Section 5.17(b), except any other document; or (viii) modify the percentage of Noteholders required to increase make any percentage specified therein modification of the Indenture or to provide direct the Indenture Trustee to sell or liquidate the Loans; provided that certain other provisions of this Indenture cannot be modified or waived without only the consent of the Holder of each Outstanding Note affected thereby; (d) modify thereby shall be required for any decrease in an amount of or alter the provisions rate of interest payable on the proviso Note or any extension for the time of payment of any amount payable under the Note or any reduction, modification or amendment of any indemnities in favor of such Noteholder or in favor of or to be paid by the Trust Depositor, or the alteration of the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien “indemnified parties” to exclude such Noteholder; provided further that Section 3.27 of this Indenture with respect shall not be amended without the consent of each Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any part of the Trust Estate (except Note Owner for or as otherwise permitted an inducement to any consent, waiver or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation amendment of any of the individual components terms or provisions of such Deficiency Amount) this Indenture, the Transfer and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Note Owners that so consent, waive or agree to amend in the meaning of Code Section 7701(i). The Indenture Trustee may time frame set forth in its discretion determine whether solicitation documents relating to such consent, waiver or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithagreement. It shall not be necessary for any Act of Noteholders Noteholders, as herein defined, under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Swap Counterparties and to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the consent of Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the aggregate Note Balance of (i) the Group I Notes if any Group I Notes are the only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (iv) all Outstanding Notes, if the Group I Notes, the Group II Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes or interest on any Note, reduce the principal amount thereof, the Note Interest Rate thereon balance thereof or the Redemption Price with respect theretointerest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Issuersale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof; (b) reduce the percentage of the Note Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of or alter the provisions of the proviso to the definition of the term “Outstanding” or modify or alter the exception in the definition of the term “Holder”; (d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04; (e) modify any provision of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (df) modify or alter any provision of this Indenture in such a manner as to affect the provisions calculation of the proviso to amount of any payment of interest or principal due on any Note on any Payment Date (including the definition calculation of any of the term "Outstanding";individual components of such calculation); or (eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to indenture. Notwithstanding the Holders of the Notes to which such supplemental indenture relates. Any foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes Majority Noteholders, by Act of said Holders such Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes any Noteholder under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby: (a) change the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount balance thereof, the Note Interest Rate interest rate thereon or the Redemption Termination Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V hereof, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesPercentage Interest, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of or alter the provisions of the definition of the term "Outstanding" or "percentage Interest"; (d) reduce the Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04 hereof; (e) modify any provision of this Section, Section 5.13 or Section 5.17(b), 9.02 except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such Deficiency Amountcalculation) or to adversely affect the rights of the Holders of the Notes Noteholders to the benefits benefit of any provisions for the mandatory redemption of the Notes contained herein; or (g) incur permit the creation of any indebtednesslien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or, other than except as otherwise permitted or contemplated herein, terminate the Notes, that would cause lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the Issuer or security provided by the Trust Estate to be treated as a "taxable mortgage pool" within the meaning lien of Code Section 7701(i)this Indenture. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Noteseach Noteholder, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. In connection with requesting the consent of the Noteholders pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice prepared by the Issuer setting forth in general terms the substance of such supplemental indenture. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent (evidenced as provided in Section 8.1) of the Note Insurer and with] the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance of all Outstanding Notes at the time Outstanding, the Company, when authorized by Act of said Holders delivered to the Issuer a Board Resolution, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note or the date of any mandatory sinking fund redemption of any Note, reduce the principal amount thereof or the principal payable upon any mandatory sinking fund redemption thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the Holder holder of each Note then Outstanding Note and affected thereby: thereby or (a) change the date of any Payment Date or the Stated Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (bii) reduce the aforesaid percentage of the Note Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any provision of the provisions of this Section, Section 5.13 or Section 5.17(b), 6.1(c) (except to increase the percentage of the principal amount of Notes required to rescind and annul any percentage specified therein or to provide that certain other provisions declaration of this Indenture cannot be modified or waived amounts due and payable under the Notes), without the consent of the Holder holder of each Note then Outstanding Note and affected thereby; (d) modify or alter . Upon the provisions request of the proviso to Company, accompanied by a Board Resolution authorizing the definition execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the term "Outstanding"; (e) permit consent of Noteholders required to consent thereto as aforesaid, the creation Trustee shall join with the Company in the execution of any lien other than such supplemental indenture unless such supplemental indenture affects the lien of Trustee’s own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee shall mail such supplemental indenture and transmit by mail, first-class postage prepaid, a notice notice, setting forth in general terms the substance of such supplemental indenture indenture, to the Holders of Noteholders as their names and addresses appear upon the Notes to which such supplemental indenture relatesNote Register. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes Required Holders, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (ai) change reduce the date amount or extend the time of payment of any Payment Date amount owing or the Stated Maturity Date of the Notes payable under any Note or (except as otherwise provided herein) increase or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due payable on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding Notes, except that only the consent of the Holders affected holder of which is a Note shall be required for any decrease in an amount of or the rate of interest payable on such supplemental indentureNote or any extension for the time of payment of any amount payable under such Note), or alter or modify the consent provisions with respect to the order of priorities in which distributions thereunder shall be made or with respect to the Holders amount or time of which is required for payment of any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;such distribution, or (cii) reduce, modify or amend any indemnities in favor of the provisions any Noteholder or in favor of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without paid by the consent of the Holder of each Outstanding Note affected thereby; (d) modify trust Depositor, or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of Indemnities" to exclude any lien other than the lien of this Indenture with respect to any part of the Trust Estate Noteholder (except as otherwise permitted or contemplated hereinconsented to by each Noteholder adversely affected thereby), or (iii) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of make any Note payable in money other than U.S. dollars, or (iv) modify the definitions in the Indenture of Required Holders, or otherwise modify the percentage of Noteholders required to effect any modification of the security afforded by Indenture. Neither the lien of this Indenture; (f) modify Issuer, the Indenture Trustee nor any of the provisions their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of this Indenture in such manner interest, fee or otherwise, to any Noteholder for or as an inducement to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation consent, waiver or amendment of any of the individual components terms or provisions of such Deficiency Amount) this Indenture, the Sale and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Noteholders that so consent, waive or agree to amend in the meaning of Code Section 7701(i)time frame set forth in solicitation documents relating to such consent, waiver or agreement. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all the Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Trust and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, subject to the satisfaction of the Rating Agency Condition, and with the consent of the Note Insurer Required Holders and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes each Swap Counterparty, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyand each Swap Counterparty: (ai) change reduce the date amount or extend the time of payment of any Payment Date amount owing or the Stated Maturity Date of the Notes payable under any Note; (ii) increase or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due payable on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note; (biii) reduce alter or modify the percentage provisions of the Note Balance Transfer and Servicing Agreement with respect to the order of priorities in which Collections on the Loans shall be paid to Noteholders or with respect to the amount or timing of payments on the Notes; (iv) reduce, modify or amend any indemnities in favor of any Noteholder or in favor of or to be paid by the Trust Depositor, or alter the definition of the Outstanding Notes, parties that are indemnified hereunder to exclude any Noteholder; (v) make any interest or principal payable in a currency other than U.S. dollars; (vi) permit the consent creation of any Lien on the Loans senior to or on a parity with the lien of the Holders of which is required for any such supplemental indenture, Indenture or permit the consent termination or derogation of the Holders lien of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this the Indenture; (cvii) modify any of modify, amend or supplement the provisions of this Sectionthe Transfer and Servicing Agreement relating to amendments, Section 5.13 waivers and supplements to the Indenture, the Transfer and Servicing Agreement or Section 5.17(b), except any other document; (viii) modify the percentage of Noteholders required to increase make any percentage specified therein modification of the Indenture or to provide that certain other provisions of direct the Indenture Trustee to sell or liquidate the Loans; or (ix) to evidence or implement any change to this Indenture cannot be modified required by regulations or waived without guidelines enacted to support the USA PATRIOT Act; provided that only the consent of the Holder of each Outstanding Note affected thereby; (d) modify thereby shall be required for any decrease in an amount of or alter the provisions rate of interest payable on the proviso Note or any extension for the time of payment of any amount payable under the Note or any reduction, modification or amendment of any indemnities in favor of such Noteholder or in favor of or to be paid by the Trust Depositor, or the alteration of the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien “indemnified parties” to exclude such Noteholder; provided further that Section 3.27 of this Indenture with respect shall not be amended without the consent of each Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any part of the Trust Estate (except Note Owner for or as otherwise permitted an inducement to any consent, waiver or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation amendment of any of the individual components terms or provisions of such Deficiency Amount) this Indenture, the Transfer and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Note Owners that so consent, waive or agree to amend in the meaning of Code Section 7701(i). The Indenture Trustee may time frame set forth in its discretion determine whether solicitation documents relating to such consent, waiver or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithagreement. It shall not be necessary for any Act of Noteholders Noteholders, as herein defined, under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Swap Counterparties and to the Noteholders to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2023-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"” or (ii) the definition of the term “Note Balance”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, and with the consent of the Note Insurer Required Holders and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes each Swap Counterparty, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyand each Swap Counterparty: (ai) change reduce the date amount or extend the time of payment of any Payment Date amount owing or the Stated Maturity Date of the Notes payable under any Note; (ii) increase or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due payable on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note; (biii) reduce alter or modify the percentage provisions of the Note Balance Transfer and Servicing Agreement with respect to the order of priorities in which Collections on the Loans shall be paid to Noteholders or with respect to the amount or timing of payments on the Notes; (iv) reduce, modify or amend any indemnities in favor of any Noteholder or in favor of or to be paid by the Trust Depositor, or alter the definition of the Outstanding Notes, parties that are indemnified hereunder to exclude any Noteholder; (v) make any interest or principal payable in a currency other than U.S. dollars; (vi) permit the consent creation of any Lien on the Loans senior to or on a parity with the lien of the Holders of which is required for any such supplemental indenture, Indenture or permit the consent termination or derogation of the Holders lien of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this the Indenture; (cvii) modify any of modify, amend or supplement the provisions of this Sectionthe Transfer and Servicing Agreement relating to amendments, Section 5.13 waivers and supplements to the Indenture, the Transfer and Servicing Agreement or Section 5.17(b), except any other document; (viii) modify the percentage of Noteholders required to increase make any percentage specified therein modification of the Indenture or to provide that certain other provisions of direct the Indenture Trustee to sell or liquidate the Loans; or (ix) to evidence or implement any change to this Indenture cannot be modified required by regulations or waived without guidelines enacted to support the USA PATRIOT Act. provided, that, only the consent of the Holder of each Outstanding Note affected thereby; (d) modify thereby shall be required for any decrease in an amount of or alter the provisions rate of interest payable on the proviso Note or any extension for the time of payment of any amount payable under the Note or any reduction, modification or amendment of any indemnities in favor of such Noteholder or in favor of or to be paid by the Trust Depositor, or the alteration of the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien “indemnified parties” to exclude such Noteholder; provided, further, that, Section 3.27 of this Indenture with respect shall not be amended without the consent of each Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any part of the Trust Estate (except Note Owner for or as otherwise permitted an inducement to any consent, waiver or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation amendment of any of the individual components terms or provisions of such Deficiency Amount) this Indenture, the Transfer and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Note Owners that so consent, waive or agree to amend in the meaning of Code Section 7701(i). The Indenture Trustee may time frame set forth in its discretion determine whether solicitation documents relating to such consent, waiver or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithagreement. It shall not be necessary for any Act of Noteholders Noteholders, as herein defined, under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Swap Counterparties and to the Holders of the Notes to which such amendment or supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent (evidenced as provided in Section 8.01) of the Note Insurer and with] the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Balance Notes affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by resolution of all Outstanding Notes by Act its Board of said Holders delivered to the Issuer Directors, and the Indenture Trustee, the Issuer and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder holders of each Note then Outstanding Note and affected thereby: (a1) change extend the date of any Payment Date or the Stated Maturity Date fixed maturity of the Notes or Notes; (2) reduce the principal amount thereof; (3) reduce the rate or extend the time of payment of interest thereon; (4) reduce any premium payable upon the redemption thereof or; (5) reduce the aforesaid percentage of Notes, the Note Interest Rate thereon holders of which are required to consent to any such supplemental indenture; (6) modify the right of any holder to receive or the Redemption Price with respect thereto▇▇▇ for payment of principal, change the earliest date on which any Note may premium or interest that would be redeemed due at the option stated maturity therefor; or (7) expressly subordinate the obligations of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right Notes to institute suit for the enforcement other indebtedness of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);Company. (b) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for A supplemental indenture that changes or eliminates any such supplemental indenture, covenant or the consent of the Holders of which is required for any waiver of compliance with provisions other provision of this Indenture or Defaults hereunder and their consequences provided that has expressly been included solely for in this Indenture; (c) modify any the benefit of the provisions of this SectionNotes, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without modifies the consent rights of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions holders of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture Notes with respect to any part of the Trust Estate (except as otherwise permitted such covenant or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as other provision, shall be deemed not to affect the calculation rights under this Indenture of the Deficiency Amount for any Payment Date (including the calculation of any holders of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act the consent of the Noteholders affected under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Noteholders of not less than 66 2/3% in aggregate Note Insurer Principal Balance of the Outstanding Notes and with] with the consent of Holders of Notes representing not less than the Certificate Insurer, unless a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture TrusteeCertificate Insurer Default is then continuing, the Issuer and the Indenture Trustee may enter into an indenture one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Contribution Agreement or the Property Management Agreement, for the purpose of adding any provisions tohereto or thereto, or changing in any manner or eliminating any of the provisions of, this Indenture hereof or of thereof or modifying in any manner the rights of the Holders Noteholders hereunder or thereunder; provided that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and obtain an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes under this Indentureto be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation 1.001-3 and, furnish each such Opinion of Counsel to the Indenture Trustee in connection therewith; and provided, howeverfurther, that no such supplemental indenture or amendment shall, without the consent of the Holder Noteholders of each 100% in aggregate Note Principal Balance of the Outstanding Note Notes affected thereby:, (a1) change the date Stated Maturity or the Payment Date of any Payment Date principal, interest or the Stated Maturity Date of the Notes other amount on any Note, or reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment wherethereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Notes, or change the coin or currency in which, which the principal of any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof; (b2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture-58- indenture or amendment, or the consent of the Holders of which whose Noteholders is required for any waiver of compliance with provisions of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 6.01(a) hereof); (c3) modify change any obligation of the provisions of this Section, Issuer to maintain an office or agency in the places and for the purposes specified in Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby10.01; (d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of expressly provided in this Indenture on Indenture, deprive any property at any time subject hereto or deprive the Holder of any Note Noteholder of the benefit of a first priority security afforded by interest in the lien of Collateral as provided in this Indenture; (f5) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained hereinSection 2.10; or (g6) incur release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof) all or any indebtedness, other than part of the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithCollateral. It shall not be necessary for any Act the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer and the Trustee, when authorized by an Issuer Order, and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority 66 2/3% of the Note Balance Outstanding Amount of all Outstanding the Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee Controlling Class may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the prior written consent of the Swap Counterparty, modify or amend this Indenture in the manner contemplated in Sections 1(h)(vii)(a) through (e) of the ISDA Schedule to the Interest Rate Swap Agreement; provided, further, that any such action must satisfy the Rating Agency Condition and no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate interest rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Balance Outstanding Amount of the Outstanding NotesNotes or the Notes of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. (a) With [the consent of the Note Insurer Noteholder Majority and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer, by an Issuer Order, and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; providedprovided that, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby: (ai) change the date of any Payment Date or the Stated Maturity Date of any Note or the Notes amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof, thereof or the Note Interest Rate thereon thereon, or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof; (bii) reduce the required percentage of the Outstanding Note Balance of the Outstanding Notes, the consent of the Holders of which is required for that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences; (ciii) modify any of the provisions of this Section, Section 8.02 or Section 5.13 or Section 5.17(b), hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby; (div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";”; or (ev) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or terminate (except as otherwise permitted or contemplated provided for herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien of this Indenture;. (fb) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer each Noteholder and the Indenture Trustee Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indentureSection 8.02(a) hereof.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent Noteholders of Holders of Notes representing not less than a majority of the 66 2/3% in Aggregate Note Balance of all the Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trusteeaffected thereby, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the prior written consent of the Holder Noteholders of each 100% in Aggregate Note Balance of the Outstanding Note Notes affected thereby:, (a1) change the date of any Payment Final Maturity Date or the Stated Maturity Payment Date of the Notes any principal, interest or other amount on any Note, or reduce the principal amount thereofNote Balance thereof or the Note Rate thereon, or authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment whereUnderlying Certificates except as provided herein, or change the coin or currency in which, which the principal of any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Stated Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof; (b2) reduce the percentage of the then Aggregate Note Balance of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver of compliance with provisions of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof); (c3) modify change any obligation of the provisions of this Section, Issuer to maintain an office or agency in the places and for the purposes specified in Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby9.01; (d4) modify or alter the provisions except as otherwise expressly provided in this Indenture, deprive any Noteholder of the proviso to benefit of a first priority security interest in the definition of the term "Outstanding"Trust Estate as provided in this Indenture; (e5) permit the creation of any lien other than modify Section 2.09 or Section 9.06; or (6) release from the lien of this the Indenture with respect to (except as specifically permitted hereby on the date of execution hereof) all or any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithEstate. It shall not be necessary for any Act the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar also, with prior notice to the Rating Agencies and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes Majority Investors, by Act of said such Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders Noteholders of the Notes all Series under this Indenture; provided. If an indenture or indentures supplemental hereto affects only the Noteholders of a particular Series of Notes, howeverthen the consent of the Holders of a majority of the Series Outstanding Amount of such Series shall be required to such supplemental indenture. Notwithstanding the foregoing, that no such supplemental indenture shall, without the consent of Holders of 100% of the Holder Series Outstanding Amount of each the Outstanding Note Notes affected thereby: (a) except as may be expressly permitted by the Indenture Supplement relating to any Series of Notes, change the due date of any Payment Date payment of principal of or the Stated Maturity Date of the Notes interest on any such Note, or reduce the principal amount thereof, the Note Interest Rate interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, thereto or change any place of payment where, or the coin or currency in which, any such Note or any interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date respective due dates thereof, as provided in Article V (or, in the case of --------- redemption, on or after the applicable Redemption Date); (bc) reduce the percentage that constitutes a majority of the Note Balance Series Outstanding Amount of the Outstanding NotesNotes of any Series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture; (cd) modify any reduce the percentage of the provisions Outstanding Amount of this Section, Section 5.13 the Notes which is required to direct the Indenture Trustee to sell or Section 5.17(b), except liquidate the Pledged Assets if the proceeds of such sale would be insufficient to increase any pay the principal amount and accrued but unpaid interest on the Outstanding Notes; (e) decrease the percentage specified therein or of the aggregate principal amount of the Notes required to provide that certain other provisions amend the sections of this Indenture cannot be modified or waived without that specify the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents that require such consent; (df) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition Issuer, any other obligor on the Notes, the Seller, the Servicer or any Affiliate of any of the term "Outstanding";foregoing Persons; or (eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate (Pledged Assets for any Notes or, except as otherwise permitted or contemplated herein) or , terminate the lien Lien of this Indenture on any property such Pledged Assets at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental ------------ indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Indenture Trustee Transfer Agent and Registrar of any supplemental indenture pursuant to this SectionSection 10.02, the Indenture Trustee ------------- Paying Agent shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any relates written notice setting forth in general terms the substance of such supplement indenture; provided, however, that any failure of the Indenture Trustee Paying -------- ------- Agent to mail such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Note Principal Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Base Principal Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the The Issuer and the Indenture Trustee, the when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes: (a) change the Final Scheduled Payment Date of or the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate thereon or the Note Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of 2013-A Collections on, or the proceeds of the Issuersale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of Note Balance or the Note Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding"”, (ii) the definition of the term “Note Balance” or (iii) the definition of the term “Controlling Class”; (ed) permit reduce the creation of any lien other than the lien of this Indenture with respect to any part percentage of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] with the consent of Holders of Notes representing not less than a majority of the Note Balance of all Outstanding Notes by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a1) change the date of any Payment Date or the Stated Final Maturity Date of the Notes or reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Stated Final Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Final Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b2) reduce the percentage of the Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c3) modify any of the provisions of this Section, Section 5.13 5.13, Section 5.14 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated hereinfor Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Required Payment Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Required Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g7) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Class Note Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Issuer Issuing Entity and the Indenture TrusteeTrustee and the consent of the Hedge Counterparties (if the respective Hedge Agreements are still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the respective Hedge Agreement is not materially affected by such supplemental indenture), the Issuer Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes or or, with respect to the Notes, reduce the principal amount thereof, Class Note Balance thereof or the Note Interest Rate thereon or the Redemption Price with respect theretothereon, change the earliest date on which any Note may be redeemed at the option of the IssuerSponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Class Note Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b)) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding";” (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Interest Payment Amount or Principal Distribution Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amountamounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02 or Section 9.01, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer shall mail to the Hedge Counterparties to which such supplemental indenture and relates a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Supplemental Indentures with Consent of Noteholders. With [The Trust and the Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Rating Agency Condition and with the consent of the Note Insurer and with] the consent of Holders of Notes representing not less than a majority of the Note Balance Outstanding Amount of all Outstanding the Notes of each adversely affected Series of Notes, by Act of said such Holders delivered to the Issuer Trust and the Indenture Trustee, the Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby: (a) change the due date of any Payment Date installment of principal of or the Stated Maturity Date of the Notes interest on any Note, or reduce the principal amount thereof, the Note Interest Rate interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the Issuer, thereto or change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ; (b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (bc) reduce the percentage of the Note Balance which constitutes a majority of the Outstanding Notes, Amount of the Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture; (cd) modify any reduce the percentage of the provisions Outstanding Amount of this Sectionany Notes, Section 5.13 or Section 5.17(b), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct the Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series; (de) decrease the percentage of the Outstanding Amount of the Notes required to amend the sections of this Indenture which specify the applicable percentage of the aggregate principal amount of the Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent; (f) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition of Trust, any other Obligor on the term "Outstanding";Notes, a Transferor or any affiliate thereof; or (eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (Collateral for any Notes or, except as otherwise permitted or contemplated herein) or , terminate the lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Deficiency Amount for any Payment Date (including the calculation of any of the individual components of such Deficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture and a relates written notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relatesindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.