Common use of Amendments Without Consent of Noteholders Clause in Contracts

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, not be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this any Series Supplement; provided PROVIDED that such action shall not adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner The Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, the Indenture Trustee Issuer and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and Holders of any Notes or any other Person but with prior written notice to the Rating Agenciesconsent of the Issuer, as evidenced in writing to the Indenture Trustee, the Administrator, the Indenture Trustee Servicer and the IssuerAdministrative Agent, when authorized by an Issuer Orderand with prior notice to the Note Rating Agency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the Administrator, Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect may amend this Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or (iiiii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (viii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note and to set forth the Indentureterms thereof, and/or to add to the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests rights of the Noteholders;Holders of the Notes of any Class; or (viv) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by another corporation as a successor indenture trustee with respect to the Notes and Indenture Trustee hereunder; or (vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureNotes; or (vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or (viii) to comply with any regulatory, eliminate accounting or add tax laws; or (ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of Receivables Seller satisfactory to the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or (x) to prevent the Indenture such other provisions Issuer from being subject to tax on its net income as may be expressly required by the TIA. Each of the Administratoran association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedeach for United States federal income tax purposes. (b) Except In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as otherwise provided hereina “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee and Trustee, the Administrator, when authorized by an Issuer Order, may, also the Servicer and the Administrative Agent without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issueror any other Person, as evidenced in writing to the Indenture Trustee and the Administrator, enter into upon delivery of an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action shall notamendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. HLSS, as evidenced Servicer, shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by an Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion of Counseland Officer’s Certificate, adversely affect in any material respect as amendments to the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtIndenture entered into under this Section 12.1.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders Holders of any Notes but with the prior written consent of the Insurer (for so long as the Insurer is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, Indenture Trustee and the Indenture Trustee, Insurer (for so long as it is the Owner TrusteeControlling Party), for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided PROVIDED that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the NoteholdersHolders of the Notes or the Insurer; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with the prior written consent of the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtInsurer.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 2000-3 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 2000-3 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 2000-3 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 2000-3 Supplement; provided that such action shall not adversely affect the interests of the Series 2000-3 Noteholders; ; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 2000-3 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series 2000-3 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series 2000-3 Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series 2000-3 Supplement of modifying in any manner the rights of the Series 2000-3 Noteholders under the Indenture or under this Series 2000-3 Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 2000-3 Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Delaware Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee, the Delaware Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 1999-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 1999-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 1999-1 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 1999-1 Supplement; provided that such action shall not adversely affect the interests of the Series 1999-1 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 1999-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series 1999-1 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series 1999-1 Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series 1999-1 Supplement of modifying in any manner the rights of the Series 1999-1 Noteholders under the Indenture or under this Series 1999-1 Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1999-1 Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders [but with the prior written consent of the Insurer (for so long as it is the Controlling Party)] and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner TrusteeTrustee [and the Insurer (so long as no Insurer Default has occurred and is continuing)], for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, Indenture Trustee and the Indenture Trustee, Insurer (for so long as it is the Owner TrusteeControlling Party), for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided PROVIDED that such action shall not adversely affect the interests of the NoteholdersHolders of the Notes or the Insurer; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtInsurer.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) : to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 2001-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 2001-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 2001-1 Supplement additional property; (ii) ; to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) ; to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) ; to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) ; to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 2001-1 Supplement; provided that such action shall not adversely affect the interests of the Series 2001-1 Noteholders; (vi) ; to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 2001-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) or to modify, eliminate or add to the provisions of the Indenture or of this Series 2001-1 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) . Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series 2001-1 Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series 2001-1 Supplement of modifying in any manner the rights of the Series 2001-1 Noteholders under the Indenture or under this Series 2001-1 Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 2001-1 Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this any Series Supplement; provided PROVIDED that such action shall not adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this any Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; Holders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series ______ Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series ______ Supplement, or to subject to the lien of the Indenture as supplemented by this Series ______ Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series ______ Supplement; provided that such action shall not adversely affect the interests of the Series ______ Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series ______ Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series ______ Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series ______ Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series ______ Supplement of modifying in any manner the rights of the Series ______ Noteholders under the Indenture or under this Series ______ Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series ______ Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and Holders of any Notes or any other Person but with prior written notice to the Rating Agenciesconsent of the Issuer (evidenced by its execution of such amendment), as evidenced in writing to the Indenture Trustee, the Administrator, the Indenture Trustee Servicer and the IssuerAdministrative Agent, when authorized by an Issuer Orderand with prior notice to the Note Rating Agency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the AdministratorIndenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, the may amend this Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or (iiiii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (viii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note and to set forth the Indentureterms thereof, and/or to add to the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests rights of the Noteholders;Holders of the Notes of any Class; or (viv) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by another corporation as a successor indenture trustee with respect to the Notes and Indenture Trustee hereunder; or (vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureNotes; or (vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or (viii) to comply with any regulatory, eliminate accounting or add tax laws; or (ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of Receivables Seller satisfactory to the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or (x) to prevent the Indenture such other provisions Issuer from being subject to tax on its net income as may be expressly required by the TIA. Each of the Administratoran association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedeach for United States federal income tax purposes. (b) Except In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as otherwise provided hereina “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee and Trustee, the Administrator, when authorized by an Issuer Order, may, also the Servicer and the Administrative Agent without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issueror any other Person, as evidenced in writing to the Indenture Trustee and the Administrator, enter into upon delivery of an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action shall notamendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. HLSS, as evidenced Servicer, shall not enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by an Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion of Counseland Officer’s Certificate, adversely affect in any material respect as amendments to the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtIndenture entered into under this Section 12.1.

Amendments Without Consent of Noteholders. (a) Without ----------------------------------------- the consent of, or notice to, the Holders of any Notes, the Noteholders Issuer and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, may amend this Indenture at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, time for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property;; or (iib) to evidence the succession, in compliance with the applicable provisions of Section 4.2(b) hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;Notes; or (iiic) to add to the covenants of the IssuerIssuer or the Indenture Trustee, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;; or (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;Trustee to constitute additional Indenture Trust Estate; or (ve) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision provisions herein or to make amend any other provisions with respect to matters or questions arising under the this Indenture; provided, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect -------- the interests of the Noteholders;Holders; or (vif) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trusteenote registrar, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate Section 9.9 or add to the provisions of the Section 9.10 hereof. The Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that which may be therein containedcontained or required. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders but with the prior written consent of the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner TrusteeTrustee and the Insurer (so long as no Insurer Default has occurred and is continuing), for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the NoteholdersNoteholders or the Insurer; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with the prior written consent of the Insurer (for so long as it is the Controlling Party) and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto in form satisfactory to the Insurer (for so long as it is the Controlling Party) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtInsurer.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 2000-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 2000-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 2000-1 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 2000-1 Supplement; provided that such action shall not adversely affect the interests of the Series 2000-1 Noteholders; ; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 2000-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series _____ Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series _____ Supplement, or to subject to the lien of the Indenture as supplemented by this Series _____ Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series _____ Supplement; provided that such action shall not adversely affect the interests of the Series _____ Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series _____ Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series _____ Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series _____ Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series _____ Supplement of modifying in any manner the rights of the Series _____ Noteholders under the Indenture or under this Series _____ Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series _____ Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 1998-1 Supplement; provided that such action shall not adversely affect the interests of the Series 1998-1 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series 1998-1 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series 1998-1 Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series 1998-1 Supplement of modifying in any manner the rights of the Series 1998-1 Noteholders under the Indenture or under this Series 1998-1 Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1998-1 Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 2000-2 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 2000-2 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 2000-2 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 2000-2 Supplement; provided that such action shall not adversely affect the interests of the Series 2000-2 Noteholders; ; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 2000-2 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without The Issuer and the Indenture Trustee, with the consent of MBIA but without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer OrderHolders of any Notes, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the amend this Indenture Trustee, the Owner Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property;; or (iib) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;, in accordance with Section 3.02(o) hereof; or (iiic) to add to the covenants of the Issuer, for the benefit of MBIA and the NoteholdersHolders of all Notes, or to surrender any right or power herein conferred upon the Issuer;; or (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;; or (ve) to cure any ambiguity, ambiguity with respect to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under hereunder, which shall not be inconsistent with the Indentureprovisions hereof, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureNotes; or (viif) to modify, eliminate or add to evidence the provisions succession of the Indenture or of this Series Supplement Trustee pursuant to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and Article Seven hereof; or (g) to add events to the list of Events of Default, Reserve Account Increase Events, or Re-Xxxxxxx Triggers. The Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, but the Indenture Trustee shall not be obligated to enter into any such amendment that affects the Indenture Trustee's own rights, duties, liabilities, indemnities or immunities under this Indenture or otherwise. Promptly after the execution by the Issuer and the Administrator, when authorized by an Issuer Order, may, also without the consent Indenture Trustee of any of amendment pursuant to this Section, the Noteholders and with prior written notice Issuer shall mail to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions ofAgencies, the Indenture or Custodian, MBIA and each Noteholder a copy of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtamendment.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders Holders of any Notes but with [the prior written consent of the Insurer (for so long as it is the Controlling Party) and with ]prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, [ and the Owner TrusteeInsurer (for so long as it is the Controlling Party)], for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided PROVIDED that such action shall not adversely affect the interests of the NoteholdersHolders of the Notes[ or the Insurer]; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes but with [the prior written consent of the Insurer (for so long as it is the Controlling Party) and with ]prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto [in form satisfactory to the Insurer (for so long as it is the Controlling Party) ]for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, [ or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtInsurer].

Amendments Without Consent of Noteholders. (a) Without The Issuer, the Servicer, the Trustee and the Back-up Servicer, without the consent of the Noteholders and Holders of any Note but with prior written notice to the Rating Agencies, as evidenced in writing to consent of the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer OrderNote Insurer, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, Trustee and the Indenture Trustee, the Owner TrusteeNote Insurer, for any of the following purposes, provided that any such amendment will not have an adverse effect on the Holders, and the Rating Agency Condition shall have been satisfied in connection with any such amendment: (ia) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property;; or (iib) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;, in accordance with Section 11.02(o) hereof; or (iiic) to add to the covenants of the Issuer, for the benefit of the Noteholders, Holders of all Notes or to surrender any right or power herein conferred upon the Issuer;; or (ivd) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;; or (ve) to cure evidence the succession of the Trustee pursuant to Article 7 hereof; or (f) to correct any ambiguity, ambiguity or to correct or supplement any provision herein of this Indenture which may be inconsistent with any other another provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner The Trustee is hereby authorized to join in the execution of any such amendment and to make any further other appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, but the Trustee shall not be obligated to enter into any such amendment that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise. Promptly after the execution by the Issuer, the Indenture Servicer, the Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent Back-up Servicer of any of the Noteholders and with prior written notice amendment pursuant to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions ofthis Section, the Indenture or Issuer shall mail to each Noteholder, the Note Insurer, WestLB and each Rating Agency a copy of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax mattersamendment, such action shall not, if evidenced by an Opinion of Counsel to and such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtconfirmation by such Rating Agency.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and Holders of any Notes or any other Person but with prior written notice to the Rating Agenciesconsent of the Issuer (evidenced by its execution of such amendment), as evidenced in writing to the Indenture Trustee, the Administrator, the Indenture Trustee Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the IssuerAdministrative Agent, when authorized by an Issuer Orderand with prior notice to the Note Rating Agency that has rated any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion and upon delivery by the parties hereto may enter into one or more amendments hereto, in form satisfactory Issuer to the AdministratorIndenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will not have an Adverse Effect, the may amend this Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;Notes; or (iiiii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;, for the benefit of the Holders of the Notes of any or all Classes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Classes of Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Classes); or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (viii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or (iv) to establish any form of Note and to set forth the Indentureterms thereof, and/or to add to the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests rights of the Noteholders;Holders of the Notes of any Class; or (viv) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by another corporation as a successor indenture trustee with respect to the Notes and Indenture Trustee hereunder; or (vi) to add to any additional Early Amortization Events or change any Events of Default in respect of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureNotes; or (vii) to modifyprovide for additional or alternative forms of credit enhancement for any Class of Notes; or (viii) to comply with any regulatory, eliminate accounting or add tax laws; or (ix) to qualify for “off-balance sheet” treatment under GAAP, or to permit the Depositor to repurchase a specified percentage (not to exceed 2.50%) of the Receivables from the Issuer in order to achieve “on-balance sheet” treatment under GAAP (if such amendment is supported by a true sale opinion from external counsel to the provisions of Receivables Seller satisfactory to the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted Note Rating Agency rating Outstanding Notes and to add each Holder of a Variable Funding Note); or (x) to prevent the Indenture such other provisions Issuer from being subject to tax on its net income as may be expressly required by the TIA. Each of the Administratoran association (or publicly traded partnership) taxable as a corporation or a taxable mortgage pool taxable as a corporation, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein containedeach for United States federal income tax purposes. (b) Except In the event a material change occurs in Applicable Law, or in applicable foreclosure procedures used by prudent mortgage servicers generally, that requires or justifies, in the Administrator’s reasonable judgment, that a state currently categorized as otherwise provided hereina “Judicial State” be categorized as a “Non-Judicial State,” or vice versa, the Administrator will certify to the Indenture Trustee to such effect, supported by an opinion of counsel (or other form of assurance acceptable to the Indenture Trustee) in the case of a change in Applicable Law, and the categorization of the affected state or states will change from “Judicial State” to “Non-Judicial State,” or vice versa, for purposes of calculating Advance Rates applicable to Receivables. (c) Additionally, notwithstanding any provision of this Article XII to the contrary, and in addition to clauses (i) through (x) above, this Indenture may also be amended by the Issuer, the Indenture Trustee and Trustee, the Administrator, when authorized by an Issuer Orderthe Servicer, may, also the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issueror any other Person, as evidenced in writing to the Indenture Trustee and the Administrator, enter into upon delivery of an amendment hereto Issuer Tax Opinion for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that (i) the Issuer shall deliver to the Indenture Trustee an Officer’s Certificate to the effect that the Issuer reasonably believes that such action amendment will not have an Adverse Effect on any Outstanding Notes and is not reasonably expected to have an Adverse Effect at any time in the future and (ii) the Note Rating Agency rating the Outstanding Notes confirms in writing to the Indenture Trustee that such amendment will not cause a Ratings Effect on any Outstanding Notes. The Servicer shall notnot enter into any amendment of the Receivables Sale Agreement, and the Issuer shall not enter into any amendment of the Receivables Pooling Agreement, without the consent of Holders of more than 50% (by Class Invested Amount) of each Class of Notes, except for amendments meeting the same criteria, and supported by the same Issuer Tax Opinion and Officer’s Certificate, as evidenced by an Opinion of Counsel, adversely affect in any material respect amendments to the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debtIndenture entered into under this Section 12.1.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided PROVIDED that such action shall not adversely affect the interests of the NoteholdersHolders of the Notes; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; providedPROVIDED, howeverHOWEVER, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement1998-1Supplement; provided that such action shall not adversely affect the interests of the Series 1998-1 Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series 1998-1 Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Series 1998-1 Noteholders and but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series 1998-1 Supplement of modifying in any manner the rights of the Series 1998-1 Noteholders under the Indenture or under this Series 1998-1 Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Series 1998-1 Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders Holders of any Notes and with the prior written notice to the Rating Agencies, as evidenced in writing to the AdministratorIndenture Trustee, the Indenture Trustee Administrator and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Administrator and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the NoteholdersHolders of the Notes; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect the interests of the Holders of the Notes if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is Administrator are hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, the Indenture Trustee Administrator and the AdministratorIndenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee Administrator and the AdministratorIndenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, Trustee and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series 1998-1 Supplement, or to subject to the lien of the Indenture as supplemented by this Series 1998-1 Supplement additional property; ; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series 1998-1 Supplement; provided that such action shall not adversely affect the interests of the Series 1998-1 Noteholders; ; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series 1998-1 Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V VI of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; ; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; ; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; ; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this any Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance Holders of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or (vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided herein, the Issuer, the Indenture Trustee and the Administrator, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the Administrator, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under the Indenture or under this Series Supplement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.Notes;

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders Holders of any Notes and with the prior written notice to the Rating Agencies, as evidenced in writing to the AdministratorIndenture Trustee, the Indenture Trustee Administrator and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Administrator and the Owner Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) to cure any ambiguity, to correct or supplement any provision herein or in the Series Supplement which may be inconsistent with any other provision herein or in the Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this the Series Supplement; provided that such action shall not not, as evidenced by an Opinion of Counsel, adversely affect the interests of the NoteholdersHolders of the Notes; provided, further, that with respect to tax matters, such action shall not be deemed to adversely affect the interests of the Holders of the Notes if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt; (vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is Administrator are hereby authorized to join in the execution of any such amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) Except as otherwise provided hereinin the Series Supplement, the Issuer, the Indenture Trustee Administrator and the AdministratorIndenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders Holders of the Notes and with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee Administrator and the AdministratorIndenture Trustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, not be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.

Amendments Without Consent of Noteholders. (a) Without Except as otherwise provided in the Series Supplement, without the consent of the Noteholders and Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced in writing to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee, the Owner Trustee, for any of the following purposes: (i) : to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series SupplementIndenture, or better to assure, convey and confirm unto the Indenture Trustee, if any, Trustee any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series SupplementIndenture, or to subject to the lien of the this Indenture as supplemented by this Series Supplement additional property; (ii) ; to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) ; to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer; (iv) ; to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any; (v) ; to cure any ambiguity, to correct or supplement any provision herein or in any Series Supplement which may be inconsistent with any other provision herein or in any Series Supplement or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement this Indenture or in this any Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders; (vi) Holders of the Notes; to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the this Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the IndentureVI; or (vii) or to modify, eliminate or add to the provisions of the this Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the this Indenture such other provisions as may be expressly required by the TIA. Each of the Administrator, the The Indenture Trustee and the Owner Trustee is hereby authorized to join in the execution of any amendment and to make any further appropriate agreements and stipulations that may be therein contained. (b) . Except as otherwise provided hereinin the Series Supplement, the Issuer, Issuer and the Indenture Trustee and the AdministratorTrustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders and Holders of the Notes but with prior written notice to the Rating Agencies by the Issuer, as evidenced in writing to the Indenture Trustee and the AdministratorTrustee, enter into an amendment hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the this Indenture or of this Series Supplement of modifying in any manner the rights of the Noteholders under Holders of the Indenture or Notes under this Series SupplementIndenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder; provided, further, that with respect to tax matters, such action shall not, if evidenced by an Opinion of Counsel to such effect, be deemed to adversely affect in any material respect the interests of any Noteholder if, for federal income tax purposes, the action does not cause the issuing entity to be treated as an association or publicly traded partnership taxable as a corporation, or the Notes that were characterized as debt at the time of issuance to fail to qualify as debt.