complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders or the Insurer in
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contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate.
Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.1.
SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies and the Insurer and with the consent of the Insurer (if no
Insurer Default shall have occurred and be continuing), at any time and from
time to time, enter into one or more indentures supplemental hereto, in form
satisfactory to the Indenture Trustee, for any of the following purposes:
(A)
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 TO SUBJECT TO THE LIEN OF THIS INDENTURE
ADDITIONAL PROPERTY;
(B)
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;
(C)
TO ADD TO THE COVENANTS OF THE ISSUER, FOR THE BENEFIT OF THE
NOTEHOLDERS AND THE INSURER, OR TO SURRENDER ANY RIGHT OR POWER HEREIN CONFERRED
UPON THE ISSUER;
(D)
TO CONVEY, TRANSFER, ASSIGN, MORTGAGE OR PLEDGE ANY PROPERTY TO OR
WITH THE INDENTURE TRUSTEE;
(E)
TO CURE ANY AMBIGUITY, TO CORRECT OR SUPPLEMENT ANY PROVISION
HEREIN OR IN ANY SUPPLEMENTAL INDENTURE THAT MAY BE INCONSISTENT WITH ANY OTHER
PROVISION HEREIN OR IN ANY SUPPLEMENTAL INDENTURE OR TO MAKE ANY OTHER
PROVISIONS WITH RESPECT TO MATTERS OR QUESTIONS ARISING UNDER THIS INDENTURE
WHICH WILL NOT BE INCONSISTENT WITH OTHER PROVISIONS OF THIS INDENTURE;
(F)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE OF THE APPOINTMENT
HEREUNDER BY A SUCCESSOR TRUSTEE WITH RESPECT TO THE NOTES AND TO ADD TO OR
CHANGE ANY OF THE PROVISIONS OF THIS INDENTURE AS SHALL BE NECESSARY TO
FACILITATE THE ADMINISTRATION OF THE TRUSTS HEREUNDER BY MORE THAN ONE TRUSTEE,
PURSUANT TO THE REQUIREMENTS OF ARTICLE VI; OR
(G)
TO MODIFY, ELIMINATE OR ADD TO THE PROVISIONS OF THIS INDENTURE TO
SUCH EXTENT AS SHALL BE NECESSARY TO EFFECT THE QUALIFICATION OF THIS INDENTURE
UNDER ANY FEDERAL STATUTE HEREAFTER ENACTED.
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provided, however, that (i) such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Noteholder or the