Amendments Without Consent of Certificateholders. (a) This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agencies) to:
Amendments Without Consent of Certificateholders. The Series Trust Agreement may, subject to any rights of the Noteholders, if applicable, hereunder or under the Indenture, be amended by the Depositor and the Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agency), to (a) cure any error or ambiguity, (b) correct or supplement any provision in the Series Trust Agreement that may be defective or inconsistent with any other provision in the Series Trust Agreement, (c) add or supplement any credit enhancement for the benefit of the Certificateholders (except that if any such addition affects any Class of Certificateholders differently from any other Class of Certificateholders, then the Depositor must obtain an Opinion of Counsel stating that the addition will not have a material adverse effect on the interests of any affected Class of Certificateholders) and provided that any such addition shall not, as evidenced by an Opinion of Counsel, adversely affect the classification of the Trust for federal income tax purposes, (d) add to the covenants, restrictions or obligations of the Depositor or the Trustee for the benefit of the Certificateholders, (e) evidence and provide for the acceptance of the appointment of a successor Trustee with respect to the Trust Assets and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VII, and (f) add, change or eliminate any other provision of the Series Trust Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, either (i) adversely affect in any material respect the interests of the Certificateholders or (ii) affect the tax status of the Trust or result in a sale or exchange of any Certificate for tax purposes, provided that, in each case, the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be satisfied if such amendment is made and (g) to comply with any requirements imposed by the Code.
Amendments Without Consent of Certificateholders. 39 SECTION 9.2 Amendments With Consent of Certificateholders; Waivers............................... 39 SECTION 9.3
Amendments Without Consent of Certificateholders. Without the consent of the Holders of any Certificates, the Depositor and the Trustee, at any time and from time to time, may (subject however, to Section 12.03) enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes:
Amendments Without Consent of Certificateholders or --------------------------------------------------- Noteholders. This Agreement may be amended by the Seller and the Owner Trustee ----------- without the consent of any of the Securityholders (but with prior notice to each of the Rating Agencies) to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Securityholders (provided that if any such addition shall affect any class of Securityholders -------- differently than any other class of Securityholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the Securityholders), (iv) add to the covenants, restrictions or obligations of the Seller or the Owner Trustee for the benefit of the Securityholders, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, or (vi) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Securityholders.
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. This Agreement may be amended by the Depositor and the Trustee without the consent of any of the Certificateholders (but with prior notice to the Rating Agency), to (a) cure any error or ambiguity, (b) correct or supplement any provision in this Agreement that may be or is inconsistent with any other provision in this Agreement, (c) add to the covenants, restrictions or obligations of the Depositor or the Trustee for the benefit of the Certificateholders, (d) provide for the appointment of a successor Trustee with respect to the Trust Assets and add to or change any provisions that shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VII, and (e) add, change or eliminate any other provisions of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of the Certificateholders or Option Holders or (ii) adversely affect the intended classification of the Trust as a grantor trust for federal income tax purposes, or result in a sale or exchange of any Certificate for tax purposes, provided that the Trustee has received written confirmation from each Rating Agency that the Rating Agency Condition will be satisfied if such amendment is made and (f) to comply with any requirements imposed by the Code.
Amendments Without Consent of Certificateholders. The Transferor, the Servicer, the Back-up Servicer and the Trustee, with the prior written consent of MBIA but without the consent of the Holders of any Certificates, at any time and from time to time, may enter into one or more amendments hereto, in form satisfactory to the Trustee, for any of the following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel if requested by the Trustee, will not have a material adverse affect on the Controlling Holders:
Amendments Without Consent of Certificateholders or Noteholders.. 23 8.2 Amendments With Consent of Certificateholders and Noteholders.... 23 8.3
Amendments Without Consent of Certificateholders. Amended and Restated Trust Agreement
