ABSENCE OF ACTUAL KNOWLEDGE BY A CORPORATE TRUST OFFICER OF THE INDENTURE
TRUSTEE, THE INDENTURE TRUSTEE SHALL NOT BE DEEMED TO HAVE ACTUAL KNOWLEDGE OF
ANY EVENT OF DEFAULT UNLESS NOTIFIED IN WRITING THEREOF BY THE ISSUER, THE
SELLER, THE SERVICER, ANY SERIES ENHANCER OR ANY NOTEHOLDER, AND SUCH NOTICE
REFERENCES THE APPLICABLE SERIES OF NOTES GENERALLY, THE ISSUER, THIS INDENTURE
OR THE APPLICABLE SUPPLEMENT.
SECTION 914.
ASSIGNMENT OF RIGHTS, NOT ASSUMPTION OF DUTIES.
ANYTHING HEREIN
CONTAINED TO THE CONTRARY NOTWITHSTANDING, (A) THE ISSUER SHALL REMAIN LIABLE
UNDER EACH OF THE AGREEMENTS TO WHICH IT IS A PARTY TO THE EXTENT SET FORTH
THEREIN TO PERFORM ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER TO THE SAME
EXTENT AS IF THIS INDENTURE HAD NOT BEEN EXECUTED, (B) THE EXERCISE BY THE
INDENTURE TRUSTEE OR THE NOTEHOLDERS OF ANY OF THEIR RIGHTS, REMEDIES OR POWERS
HEREUNDER SHALL NOT RELEASE THE ISSUER FROM ANY OF ITS DUTIES OR OBLIGATIONS
UNDER EACH OF THE AGREEMENTS TO WHICH IT IS A PARTY AND (C) NEITHER THE
NOTEHOLDERS NOR THE INDENTURE TRUSTEE SHALL HAVE ANY OBLIGATION OR LIABILITY
UNDER ANY OF THE AGREEMENTS TO WHICH THE ISSUER IS A PARTY BY REASON OF OR
ARISING OUT OF THIS INDENTURE, NOR SHALL THE NOTEHOLDERS OR THE INDENTURE
TRUSTEE BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF THE ISSUER
THEREUNDER OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN WITH RESPECT TO THE INDENTURE
TRUSTEE, TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED
HEREUNDER OR OTHERWISE OR EXCEPT AS EXPRESSLY PROVIDED IN THE APPLICABLE NOTE
PURCHASE AGREEMENT WITH RESPECT TO THE NOTEHOLDERS.
63
ARTICLE X
SUPPLEMENTAL INDENTURES
SECTION 1001.
SUPPLEMENTAL INDENTURES NOT CREATING A NEW SERIES WITHOUT CONSENT
OF HOLDERS.
(A)
WITHOUT THE CONSENT OF ANY HOLDER AND BASED ON AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH SUPPLEMENT IS FOR ONE OF THE PURPOSES SET FORTH
IN CLAUSES (I) THROUGH (VII) BELOW, THE ISSUER AND THE INDENTURE TRUSTEE, AT ANY
TIME AND FROM TIME TO TIME, MAY, WITH THE CONSENT OF THE SERIES ENHANCERS IF
APPLICABLE, ENTER INTO ONE OR MORE SUPPLEMENTS IN FORM SATISFACTORY TO THE
INDENTURE TRUSTEE, FOR ANY OF THE FOLLOWING PURPOSES:
(I)
TO ADD TO THE COVENANTS OF THE ISSUER IN THIS INDENTURE FOR THE
BENEFIT OF THE HOLDERS OF ONE OR MORE SERIES THEN OUTSTANDING OR OF ONE OR MORE
SERIES ENHANCERS IF APPLICABLE, OR TO SURRENDER ANY RIGHT OR POWER CONFERRED
UPON THE ISSUER IN THIS INDENTURE;
(II)
TO CURE ANY AMBIGUITY, TO CORRECT OR SUPPLEMENT ANY PROVISION IN
THIS INDENTURE WHICH MAY BE INCONSISTENT WITH ANY OTHER PROVISION IN THIS
INDENTURE, OR TO MAKE ANY OTHER PROVISIONS WITH RESPECT TO MATTERS OR QUESTIONS
ARISING UNDER THIS INDENTURE;
(III)
TO CORRECT OR AMPLIFY THE DESCRIPTION OF ANY PROPERTY AT ANY TIME
SUBJECT TO THE LIEN OF THIS INDENTURE, OR BETTER TO ASSURE, CONVEY AND CONFIRM
UNTO THE INDENTURE TRUSTEE ANY PROPERTY SUBJECT OR REQUIRED TO BE SUBJECTED TO
THE LIEN OF THIS INDENTURE, OR