Common use of Amendments Without Consent of Certificateholders Clause in Contracts

Amendments Without Consent of Certificateholders. 29 Section 8.2 Amendments With Consent of the Noteholders and the Certificateholders 30 Section 8.3 Form of Amendments 31 ARTICLE IX MISCELLANEOUS 32 Section 9.1 No Legal Title to Trust Estate 32 Section 9.2 Limitations on Rights of Others 32 Section 9.3 Notices 32 Section 9.4 Severability of Provisions 32 Section 9.5 Counterparts 32 Section 9.6 Successors and Assigns 32 Section 9.7 Nonpetition Covenant 32 Section 9.8 No Recourse 33 Section 9.9 Headings 33 Section 9.10 Governing Law 33 Section 9.11 Indemnification by and Reimbursement of the Servicer 33 Section 9.12 Submission to Jurisdiction 33 Section 9.13 Information Requests. 34 Section 9.14 Form 10-D and Form 10-K Filings 34 Section 9.15 Form 8-K Filings 34 Exhibit A Form of Trust Certificate Exhibit B Certificate of Trust Amended and Restated Trust Agreement This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of [ ], is between Huntington Funding, LLC, a Delaware limited liability company (the “Initial Beneficiary”), [ ], a Delaware banking association, as owner trustee (the “Owner Trustee”).

Amendments Without Consent of Certificateholders. or Noteholders 29 Section 8.2 Amendments With Consent of the Noteholders Certificateholders and the Certificateholders Noteholders. 30 Section 8.3 Form of Amendments 31 30 ARTICLE IX MISCELLANEOUS 32 Section 31 9.1 No Legal Title to Owner Trust Estate 32 Section Estate. 31 9.2 Limitations on Rights of Others 32 Section 31 9.3 Notices 32 Section 9.4 Severability of Provisions 32 Section 9.5 Counterparts 32 Section 9.6 Successors and Assigns 32 Section 9.7 Nonpetition No Petition Covenant 32 Section 9.8 No Recourse 33 Section 32 9.9 Headings 33 Section 9.10 Governing Law 33 Section 9.11 Indemnification by and Reimbursement of the Servicer Certificate Transfer Restrictions 33 Section 9.12 Submission to Jurisdiction [Reserved] 33 Section 9.13 Information Requests. 34 Section Administrator 33 9.14 Form 10-D and Form 10-K Filings 34 Section 9.15 Form 8-K Filings 34 Exhibit A Form of Trust Certificate Exhibit B Certificate of Trust Amended and Restated Trust Agreement This AMENDED AND RESTATED 34 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Certificate Depository Agreement Exhibit D Form of Undertaking Letter TRUST AGREEMENT (this “Agreement”)AGREEMENT, dated as of [ ]December 15, is 1994 between Huntington Funding, LLCNavistar Financial Retail Receivables Corporation, a Delaware limited liability company (the “Initial Beneficiary”)corporation, [ ]as Seller, and Chemical Bank Delaware, a Delaware banking associationcorporation, as owner trustee (the “Owner Trustee”).. The Seller and the Owner Trustee hereby agree as follows:

Amendments Without Consent of Certificateholders. or Noteholders 29 Section 8.2 Amendments With Consent of the Noteholders Certificateholders and the Certificateholders Noteholders. 30 Section 8.3 Form of Amendments 31 30 ARTICLE IX MISCELLANEOUS 32 Section 31 9.1 No Legal Title to Owner Trust Estate 32 Section Estate. 31 9.2 Limitations on Rights of Others 32 Section 31 9.3 Notices 32 Section 9.4 Severability of Provisions 32 Section 9.5 Counterparts 32 Section 9.6 Successors and Assigns 32 Section 9.7 Nonpetition No Petition Covenant 32 Section 9.8 No Recourse 33 Section 32 9.9 Headings 33 Section 9.10 Governing Law 33 Section 9.11 Indemnification by and Reimbursement of the Servicer Certificate Transfer Restrictions 33 Section 9.12 Submission to Jurisdiction [Reserved] 33 Section 9.13 Information Requests. 34 Section Administrator 33 9.14 Form 10-D and Form 10-K Filings 34 Section 9.15 Form 8-K Filings 34 Exhibit A Form of Trust Certificate Exhibit B Certificate of Trust Amended and Restated Trust Agreement This AMENDED AND RESTATED 34 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Certificate Depository Agreement Exhibit D Form of Undertaking Letter TRUST AGREEMENT (this “Agreement”)AGREEMENT, dated as of [ ]August 3, is 1994 between Huntington Funding, LLCNavistar Financial Retail Receivables Corporation, a Delaware limited liability company (the “Initial Beneficiary”)corporation, [ ]as Seller, and Chemical Bank Delaware, a Delaware banking associationcorporation, as owner trustee (the “Owner Trustee”).. The Seller and the Owner Trustee hereby agree as follows:

Amendments Without Consent of Certificateholders. 29 30 Section 8.2 Amendments With Consent of the Noteholders and the Certificateholders 30 31 Section 8.3 Form of Amendments 31 ARTICLE 32 Article IX MISCELLANEOUS 32 Section 9.1 No Legal Title to Trust Estate 32 Section 9.2 Limitations on Rights of Others 32 Section 9.3 Notices 32 Section 9.4 Severability of Provisions 32 33 Section 9.5 Counterparts 32 33 Section 9.6 Successors and Assigns 32 33 Section 9.7 Nonpetition Covenant 32 33 Section 9.8 No Recourse 33 Section 9.9 Headings 33 Section 9.10 Governing Law 33 Section 9.11 Indemnification by and Reimbursement of the Servicer 33 34 Section 9.12 Submission to Jurisdiction 33 34 Section 9.13 Information Requests. 34 Section 9.14 Form 10-D and Form 10-K Filings 34 Section 9.15 Form 8-K Filings Filings. 34 Exhibit A Form of Trust Certificate Amended and Restated Trust Agreement ii Exhibit B Certificate of Trust Exhibit C Form of Owner Trustee’s Annual Certification Exhibit D Form of Certificate Purchase Agreement Amended and Restated Trust Agreement iii This AMENDED AND RESTATED TRUST AGREEMENT (this “Agreement”), dated as of [ ]January 31, 2012, is between Huntington Funding, LLC, a Delaware limited liability company (the “Initial Beneficiary”), [ ]Wilmington Trust, National Association, a Delaware national banking association, as owner trustee (the “Owner Trustee”).