Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture. No such amendment or supplemental indenture shall, without the consent of each affected Noteholder: (i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note; (ii) change the application of the proceeds of any Collateral to the payment of Notes; (iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or (iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless the Rating Agency Condition is met. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 3 contracts
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if the effect of such amendment or supplement would be to adversely affect the Swap Counterparty’s ability or right to receive payment under the terms of the Interest Rate Swap, or if the amendment or supplemental indenture would modify the obligations of or impair the ability of the Issuer to fully perform any of its payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of the Insurer, each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would adversely affect any of the Swap Counterparty’s rights or obligations, or impair the ability of the Issuer to fully perform any of its obligations, under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of NotesNotes of such Series;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture or unless the Rating Agency Condition is met. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Insurer, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF marketlisted thereon) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 2 contracts
Samples: Indenture and Servicing Agreement (Cendant Corp), Indenture and Servicing Agreement (Cendant Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders of each affected Series and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer Issuer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this IndentureAgreement or any Series Supplement, or modifying in any manner the rights of the Holders of the Notes under this Indenture. No Agreement or any Series Supplement; provided that, no such amendment or supplemental indenture shall, without the consent of each all affected NoteholderNoteholders:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Series Collateral to the payment of NotesNotes of such Series;
(iii) reduce the percentage of Noteholders required to take or approve any action under this IndentureAgreement or any Series Supplement; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture Agreement or any Series Supplement, with respect to any part of the Series Collateral or terminate the lien of this Indenture Agreement or any Series Supplement on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this IndentureAgreement or any Series Supplement. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b13.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless or amendment if, as a result of such supplemental indenture or amendment, the Rating Agency Condition is metratings of any outstanding Series or Class of Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Master Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b13.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF marketlisted thereon) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 2 contracts
Samples: Master Indenture and Servicing Agreement (Wyndham Worldwide Corp), Master Indenture and Servicing Agreement (Cendant Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer Issuer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this IndentureAgreement, or modifying in any manner the rights of the Holders of the Notes under this IndentureAgreement; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if the effect of such amendment or supplement would be to adversely affect the Swap Counterparty’s ability or right to receive payment under the terms of the Interest Rate Swap, or if the amendment or supplemental indenture would modify the obligations of or impair the ability of the Issuer to fully perform any of its payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of each all affected NoteholderNoteholders:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of NotesNotes of such Series;
(iii) reduce the percentage of Noteholders required to take or approve any action under this IndentureAgreement; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture Agreement with respect to any part of the Collateral or terminate the lien of this Indenture Agreement on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this IndentureAgreement. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless or amendment if, as a result of such supplemental indenture or amendment, the Rating Agency Condition is metratings of any outstanding Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF marketlisted thereon) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if the effect of such amendment or supplement would be to adversely affect the Swap Counterparty’s ability or right to receive payment under the terms of the Interest Rate Swap, or if the amendment or supplemental indenture would modify the obligations of or impair the ability of the Issuer to fully perform any of its payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of the Insurer, each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would adversely affect any of the Swap Counterparty’s rights or obligations, or impair the ability of the Issuer to fully perform any of its obligations, under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of Notes;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture or unless the Rating Agency Condition is metmet and the Insurer has consented to such supplement. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Insurer, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders Consent Parties and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if such amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of Notes;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless the Rating Agency Condition is met. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and ), each Rating Agency rating any of the NotesNotes and the Swap Counterparty, a copy thereof.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders of each Class and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if such amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of Notes;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless the Rating Agency Condition is met. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if such amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of the Insurer, each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of Notes;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless the Rating Agency Condition is metmet and the Insurer has consented to such supplement. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Insurer, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders of each affected Series and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer Issuer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this IndentureAgreement or any Series Supplement, or modifying in any manner the rights of the Holders of the Notes under this Indenture. No Agreement or any Series Supplement; PROVIDED THAT, no such amendment or supplemental indenture shall, without the consent of each all affected NoteholderNoteholders:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Series Collateral to the payment of NotesNotes of such Series;
(iii) reduce the percentage of Noteholders required to take or approve any action under this IndentureAgreement or any Series Supplement; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture Agreement or any Series Supplement, with respect to any part of the Series Collateral or terminate the lien of this Indenture Agreement or any Series Supplement on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this IndentureAgreement or any Series Supplement. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b13.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless or amendment if, as a result of such supplemental indenture or amendment, the Rating Agency Condition is metratings of any outstanding Series or Class of Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Master Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b13.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF marketlisted thereon) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Samples: Master Indenture and Servicing Agreement (Cendant Corp)
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of the Majority Holders and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer Issuer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if the effect of such amendment or supplement would be to adversely affect the Swap Counterparty's ability or right to receive payment under the terms of the Interest Rate Swap, or if the amendment or supplemental indenture would modify the obligations of or impair the ability of the Issuer to fully perform any of its payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of each all affected NoteholderNoteholders:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of NotesNotes of such Series;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless or amendment if, as a result of such supplemental indenture or amendment, the Rating Agency Condition is metratings of any outstanding Notes (if then rated) would be reduced without the consent of each affected Noteholder. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF marketlisted thereon) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Amendments and Supplemental Indentures With Consent of the Noteholders. With the consent of (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default the Majority Holders of the Class A Notes and the Majority Holders of the Class B Notes and upon satisfaction of the Rating Agency Condition, the Issuer, the Servicer and the Trustee may enter into an amendment or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, so long as the Interest Rate Swap is in effect, no such amendment or supplemental indenture shall be entered into without the prior written consent of the Swap Counterparty if such amendment or supplement would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap. No such amendment or supplemental indenture shall, without the consent of the Insurer, each affected NoteholderNoteholder and the Swap Counterparty, to the extent such amendment or supplemental indenture would materially and adversely affect any of the Swap Counterparty’s rights or obligations under the Interest Rate Swap or would materially modify the obligations of, or materially impair the ability of, the Issuer to fully perform any of the Issuer’s payment obligations under the Interest Rate Swap for so long as the Interest Rate Swap has not been terminated:
(i) reduce in any manner the amount of, or change the timing of, principal, interest and other payments required to be made on any Note;
(ii) change the application of the proceeds of any Collateral to the payment of Notes;
(iii) reduce the percentage of Noteholders required to take or approve any action under this Indenture; or
(iv) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Collateral or terminate the lien of this Indenture on any property at any time subject thereto or deprive the Noteholders of the security afforded by the lien of this Indenture. It shall not be necessary in connection with any consent of the Noteholders under this Section 15.1(b) for the Noteholders to approve the specific form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. The Trustee will not be permitted to enter into any such supplemental indenture unless the Rating Agency Condition is metmet and the Insurer has consented to such supplement. Promptly after the execution by the Issuer, the Trustee, the Collateral Agent and the Servicer of any amendment or supplemental indenture pursuant to this Section 15.1(b), the Trustee, at the expense of the Issuer shall mail to the Noteholders, the Insurer, the Luxembourg Stock Exchange (if and for so long as any Class of Notes is admitted on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market) and each Rating Agency rating any of the Notes, a copy thereof.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)