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

Supplemental Indentures and Amendments Without Consent of Noteholders. (u) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes:

Supplemental Indentures and Amendments Without Consent of Noteholders. (ua) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicerapplicable Servicer (whose consent shall be required only to the extent that such amendment would materially affect such Subservicer), the applicable Subservicer (whose consent shall be required only to the extent that such amendment would materially affect such Subservicer), the Subservicer) Administrative Agent and if the Series 2018-VF1 Notes are Outstanding, the VFN Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS)) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes:

Supplemental Indentures and Amendments Without Consent of Noteholders. (ua) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes:

Supplemental Indentures and Amendments Without Consent of Noteholders. (ua) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) ), the Administrative Agent and if the Series 2018-VF1 Notes are Outstanding, the VFN Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSS)) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes:

Supplemental Indentures and Amendments Without Consent of Noteholders. (ua) Unless otherwise provided in the related Indenture Supplement with respect to any amendment to this Indenture or such Indenture Supplement, without the consent of the Noteholders of any Notes or any other Person but with the consent of the Issuer (evidenced by its execution of such amendment), the Indenture Trustee, the Administrator, the Servicer, the Subservicer (whose consent shall be required only to the extent that such amendment would materially affect the Subservicer) and the Administrative Agent, and any applicable Derivative Counterparty and with prior notice to each Note Rating Agency that is then rating any Outstanding Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion, unless such Issuer Tax Opinion is waived by (i) in the case of an amendment to such Indenture Supplement the requisite parties pursuant to the related Indenture Supplement or (ii) the requisite parties pursuant to all Indenture Supplements in the case of an amendment to this Indenture, and upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment could not have a material Adverse Effect (other than, in the case of any Potential Restructuring, any adverse effect related to (i) any additional transfers and transferors of Receivables in connection therewith (including, in the case of any Potential Restructuring, including any transfers to or from any Intermediate Transferee and/or any Basic Fee Holder) and/or (ii) any RMSR Holder holding the right to become the named servicer under the Designated Servicing Agreements upon the related MSR Transfer Date instead of HLSSAdvance Purchaser) and is not reasonably expected to have a material Adverse Effect on the Noteholders of the Notes at any time in the future, may amend this Indenture for any of the following purposes: