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:
(i) cure any ambiguity;
(ii) correct or supplement any provisions in this Agreement that may be defective or inconsistent with any other provision in this Agreement;
(iii) add or supplement any credit, liquidity or other enhancement arrangement for the benefit of all Certificateholders;
(iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee;
(v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the 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;
(vi) restrict transfers of the Certificates (or interest therein) or as otherwise required to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code;
(vii) add provisions to, delete or modify the existing provisions of this Agreement as appropriate to allow the Issuer to acquire and issue securities backed by any assets other than the Collateral, subject to satisfaction of the Rating Agency Condition with respect thereto; or
(viii) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Certificateholders.
(b) The consent of the Certificateholders shall be deemed to have been given if the Depositor does not receive a written objection from such Person within ten (10) Business Days after a written request for consent shall have been given.
Amendments Without Consent of Certificateholders. 40 SECTION 9.2 Amendments With Consent of Certificateholders; Waivers......................... 40 SECTION 9.3
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. 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 or Noteholders 29 8.2 Amendments With Consent of Certificateholders and Noteholders. 30 8.3 Form of Amendments 30 ARTICLE IX MISCELLANEOUS 31 9.1 No Legal Title to Owner Trust Estate. 31 9.2 Limitations on Rights of Others 31 9.3 Notices 32 9.4 Severability 32 9.5 Counterparts 32 9.6 Successors and Assigns 32 9.7 No Petition Covenant 32 9.8 No Recourse 32 9.9 Headings 33 9.10 Governing Law 33 9.11 Certificate Transfer Restrictions 33 9.12 [Reserved] 33 9.13 Administrator 33 9.14 Amended and Restated Trust Agreement 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, dated as of August 3, 1994 between Navistar Financial Retail Receivables Corporation, a Delaware corporation, as Seller, and Chemical Bank Delaware, a Delaware banking corporation, as Owner Trustee. The Seller and the Owner Trustee hereby agree as follows:
Amendments Without Consent of Certificateholders or Noteholders 26 8.2 Amendments With Consent of Certificateholders and Noteholders 26 8.3 Form of Amendments 27 ARTICLE IXMISCELLANEOUS
Amendments Without Consent of Certificateholders or Owners of the Notes. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Owners of the Notes or the Certificateholders (but with the prior written consent of the Note Insurer and 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, (iii) add or supplement any credit enhancement for the benefit of the Owners of the Notes or the Certificateholders, (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee and (v) 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 Owners of the Notes or the Certificateholders.
Amendments Without Consent of Certificateholders or Noteholders..
Amendments Without Consent of Certificateholders or Owners of the Notes. This Agreement may be amended by the Depositor and the Owner Trustee without the consent of any of the Certificateholders (but with the prior written consent of the Note Insurer and 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, (iii) add or supplement any credit enhancement for the benefit of the Owners of the Notes or the Certificateholders, (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee and (v) add, change or eliminate any other provision of this Agreement in any manner that shall not, adversely affect in any material respect the interests of the Owners of the Notes or the Certificateholders. An amendment described above shall be deemed not to adversely affect in any material respect the interests of any Certificateholder or Owner of a Note if (i) an opinion of counsel is obtained to such effect or (ii) the party requesting the amendment satisfies the Rating Agency Condition with respect to such amendment.
Amendments Without Consent of Certificateholders. 76 Section 9.02 Amendments and Modifications to Agreement with Consent of Certificateholders 77 Section 9.03 Execution of Amendments 78 Section 9.04 Effect of Amendments 78 Section 9.05 Reference in Certificates to Amendments 79 ARTICLE TEN 80 REDEMPTION OF CERTIFICATES 80 Section 10.01 Redemption at the Option of the Transferor; Election to Redeem 80 Section 10.02 Notice to Trustee; Deposit of Redemption Price 80 Section 10.03 Notice of Redemption by the Transferor 80 Section 10.04 Certificates Payable on Redemption Date 81 Section 10.05 Release of Series Lease Contracts 81 ARTICLE ELEVEN 82 REPRESENTATIONS, WARRANTIES AND COVENANTS 82 Section 11.01 Representations and Warranties 82 Section 11.02 Covenants 84 Section 11.03 Other Matters as to the Transferor 88 ARTICLE TWELVE 90 ACCOUNTS AND ACCOUNTINGS 90 Section 12.01 Collection of Money 90 Section 12.02 Collection Account; Redemption Account 90 Section 12.03 Cash Collateral Account 93 Section 12.04 Reports by Trustee to MBIA and Certificateholders 95 ARTICLE THIRTEEN 96 PROVISIONS OF GENERAL APPLICATION 96 Section 13.01 General Provisions 96 Section 13.02 Acts of Certificateholders 96 Section 13.03 Notices, etc., to Trustee, MBIA, Transferor and Servicer 96 Section 13.04 Notices to Certificateholders; Waiver 97 Section 13.05 Effect of Headings and Table of Contents 97 Section 13.06 Successors and Assigns 97 Section 13.07 Separability 98 Section 13.08 Benefits of Agreement 98 Section 13.09 Legal Holidays 98 Section 13.10 Governing Law 98 Section 13.11 Counterparts 98 Section 13.12 Corporate Obligation 98 Section 13.13 Compliance Certificates and Opinions 98 Section 13.14 MBIA Default or Termination 99 EXHIBITS
