Amendments Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior written notice to the Rating Agencies, as evidenced to the Administrator, the Indenture Trustee and the Issuer, when authorized by an Issuer Order, at any time and from time to time, the parties hereto may enter into one or more amendments hereto, in form satisfactory to the Administrator, the Indenture Trustee and the Owner Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of the Indenture as supplemented by this Series Supplement, or better to assure, convey and confirm unto the Indenture Trustee, if any, any property subject or required to be subjected to the lien of the Indenture as supplemented by this Series Supplement, or subject to the lien of the Indenture as supplemented by this Series Supplement additional property;
(ii) 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;
(iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, if any;
(v) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other provisions with respect to matters or questions arising under the Indenture, the Trust Agreement or in this Series Supplement; provided that such action shall not adversely affect the interests of the Noteholders;
(vi) to evidence and provide for the acceptance of the appointment hereunder and under the Indenture by a successor indenture trustee with respect to the Notes and to add to or change any of the provisions of the Indenture or of this Series Supplement as shall be necessary to facilitate the administration of the trusts hereunder by more than one indenture trustee, pursuant to the requirements of Article V of the Indenture; or
(vii) to modify, eliminate or add to the provisions of the Indenture or of this Series Supplement to such extent as shall be necessary to effect the qualification of the Indenture under the TIA or under any similar federal statute hereafter enacted and to add to the Indenture such other provisions as may be expressly required by the TIA. E...
Amendments Without Consent of Noteholders. This Agreement may be amended by the Grantor and the Grantor Trust Trustee without the consent of any of the Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document or with any description thereof in the Prospectus or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Grantor or the Grantor Trust Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Grantor Trust Collateral 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, (v) to 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 Noteholders or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.
Amendments Without Consent of Noteholders. This Agreement may be amended by the Grantor and the Grantor Trust Trustee, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provision in this Agreement (including to further prevent or help avoid the application to the Certificates of the Treasury Regulations (or other interpretive guidance) issued under Section 385 of the Code) or for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders. Such amendments require: (i) satisfaction of the Rating Agency Condition or (ii) an Officer’s Certificate of the Grantor delivered to the Grantor Trust, the Grantor Trust Trustee and the Indenture Trustee stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.
Amendments Without Consent of Noteholders. Except as otherwise provided in the Series Supplement, without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies, as evidenced to the Trustee and the Issuer, when authorized by an Issuer Order, 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:
Amendments Without Consent of Noteholders. 45 Section 9.2. Amendments with Consent of Controlling Class 46 Section 9.3. Execution of Amendments 47 Section 9.4. Effect of Amendment 47 Section 9.5. Conformity with TIA 47 Section 9.6. Reference in Notes to Supplemental Indentures 48 ARTICLE X REDEMPTION OF NOTES 48 Section 10.1. Redemption 48 ARTICLE XI OTHER AGREEMENTS 49 Section 11.1. No Petition 49 Section 11.2. Subordination of Claims Against Depositor 49 Section 11.3. Issuer Orders; Certificates and Opinions 49 Section 11.4. Acts of Noteholders 51 Section 11.5. Conflict with Trust Indenture Act 51 Section 11.6. Issuer Obligation 52 ARTICLE XII MISCELLANEOUS 52 Section 12.1. Benefits of Indenture; Third-Party Beneficiaries 52 Section 12.2. Notices 52 Section 12.3. GOVERNING LAW 53 Section 12.4. Submission to Jurisdiction 53
Amendments Without Consent of Noteholders. 50 Section 10.2. Amendments with Consent of Noteholders and Third Parties......
Amendments Without Consent of Noteholders. 136 Section 12.2. Amendments with Consent of Noteholders. 138 Section 12.3. Execution of Amendments. 139 Section 12.4. Effect of Amendments. 139 Article XIII Early Redemption of Notes 139 Section 13.1. Optional Redemption. 139 Section 13.2. Notice. 140 Article XIV Miscellaneous 140 Section 14.1. No Petition. 140 Section 14.2. No Recourse. 141 Section 14.3. Tax Treatment. 141 Section 14.4. Alternate Payment Provisions. 141 Section 14.5. Termination of Obligations. 141 Section 14.6. Final Distribution. 142 Section 14.7. Supplemental Credit Enhancement Provider and Liquidity Provider as Third-Party Beneficiaries. 143 Section 14.8. Owner Trustee Limitation of Liability. 143 SCHEDULES AND EXHIBITS Appendix A MSR Transfer Notice Schedule 1 Designated Servicing Agreement Schedule Exhibit A-1 Form of Term Note Exhibit A-2 Form of Variable Funding Note Exhibit B Form of Transfer Certificate for Transfers of Notes to Qualified Institutional Buyers Exhibit C Form of Omnibus Notice to MBS Trustee/Notice of Assignment of Receivables Exhibit D Agreed Upon Procedures THIS AMENDED AND RESTATED INDENTURE (as amended, supplemented, restated, or otherwise modified from time to time, the “Indenture”), is made and entered into as of [ , 2012] (the “Effective Date”), by and among HOMEQ SERVICER ADVANCE RECEIVABLES TRUST 2010-ADV1, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”), and as Calculation Agent, Paying Agent and Securities Intermediary (in each case, as defined below), HLSS HOLDINGS, LLC, a Delaware limited liability company (“HLSS”), as Administrator (as defined below) on behalf of the Issuer, as owner of the economics associated with the servicing under the Designated Servicing Agreements (as defined below), and, from and after the MSR Transfer Date (as defined below), as Servicer (as defined below) under the Designated Servicing Agreements, OCWEN LOAN SERVICING, LLC (“OLS”), as a Subservicer, and as Servicer prior to the MSR Transfer Date, BARCLAYS BANK PLC, a public limited company formed under the laws of England and Wales, as Administrative Agent (as defined below), and consented to by SHEFFIELD RECEIVABLES CORPORATION, as sole Holder of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes.
Amendments Without Consent of Noteholders. At any time after the date hereof, the Company may and the Trustee shall, at the Company’s request, enter into, and/or cause the Security Agent to enter into, one or more amendments or supplements to this Indenture, the Notes or any other Operative Document without notice to or consent of any Noteholder:
(i) to evidence the succession of another Person to the Company and to provide for the assumption by such successor Person of the Company’s obligations under this Indenture, the Notes and any other Operative Documents in the case of any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety to any Person in accordance with Section 10.02(e) of this Indenture;
(ii) to add to the covenants of the Company for the benefit of the Noteholders, the Trustee or the Security Agent, or to surrender any right or power conferred upon the Company in this Indenture, the Notes, or any other Operative Document;
(iii) to comply with any requirement of the SEC or of any other regulatory body, or to comply with any applicable law, rules, or regulations of or relating to any exchange or quotation system on which any Notes are listed (or to facilitate any listing of any Notes on any exchange or quotation system);
(iv) to comply with any requirement of the SEC or otherwise to extent necessary in connection with, or to continue, the qualification of this Indenture or any other agreement under the TIA or under any similar U.S. federal statute or to add provisions permitted in the TIA;
(v) to add or change any of the provisions of this Indenture or any other Operative Document as necessary or advisable to obtain credit ratings on the Notes; provided that no such addition or change shall materially adversely affect the interest of any Noteholder, as evidenced solely by the delivery of an Officer’s Certificate;
(vi) to comply with any requirements of DTC, Euroclear, Clearstream or any other domestic or international clearing system, or of the Trustee with respect to the provisions of this Indenture, the Notes or any other Operative Document relating to transfers and exchanges of the Notes or beneficial interests therein, or to include on the Notes any legend as may be required by law or as may otherwise by necessary or advisable;
(vii) to provide for any successor Trustee with respect to the Notes or any successor or additional Security Agent with respect to the Aircraft Security Agreement, or to add to or change ...
Amendments Without Consent of Noteholders. Amendments With Consent of Noteholders * SECTION 9.3 Supplements Authorizing a Series of Notes *
Amendments Without Consent of Noteholders. Without the consent of the Holders of any Notes, at any time and from time to time, upon delivery of an Issuer Tax Opinion 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 will not have a Material Adverse Effect and is not reasonably expected to have a Material Adverse Effect at any time in the future, the Issuer may amend this Indenture in form reasonably satisfactory to the Indenture Trustee, for any of the following purposes:
(a) to add to the covenants of the Issuer, or to surrender any right or power herein conferred upon the Issuer by the Issuer, for the benefit of the Holders of the Notes (and if such covenants or the surrender of such right or power are to be for the benefit of less than all Notes, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified Notes); or
(b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein; or
