Amendments to Article 5. (a) Pursuant to Section 2.02(14) of the Base Indenture, Section 5.01 of the Base Indenture is hereby amended with respect to the Notes by deleting the text thereof in its entirety and inserting in its place the following:
Amendments to Article 5. Section 5.4.2 is hereby deleted in its entirety and replaced with the following:
Amendments to Article 5. Article 5 of the Agreement shall be amended and restated to read in its entirety as follows:
Amendments to Article 5. The provisions of Article 5 of the Credit Agreement are hereby amended as follows:
Amendments to Article 5. Article 5 of the Indenture is hereby amended by deleting Section 5.01 and Section 5.02 in their entirety and replacing them with the following Section 5.01, Section 5.02 and Section 5.03:
Amendments to Article 5. (i) Article 5 of the Contribution Agreement is hereby amended by adding a new Section 5.19 as follows:
Amendments to Article 5. Section 5.2.1 is hereby deleted in its entirety and replaced with the following: Except as provided in Article 13, the General Partner may not cause the Partnership to sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets, taken as a whole, in a single transaction or a series of related transactions without the prior approval of the holders of at least 662/3% of the voting power of Outstanding Equity Units; provided however that this provision shall not preclude or limit the General Partner’s ability, in its sole discretion, to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership (including for the benefit of Persons who are not members of the BPY Group and Affiliates of the General Partner) and shall not apply to any forced sale of any or all of the assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Amendments to Article 5. Each of the Company and the Trustees agrees, and each Holder of Securities, by its acceptance thereof, likewise agrees, not to make any changes to (i) this Article 5, (ii) the definitions of Senior Indebtedness or Senior Default, or (iii) any other provision of this Indenture that makes reference to this Article 5 or any provision of this Article 5, without the consent of each holder of Senior Indebtedness (other than trade creditors), or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued.
Amendments to Article 5. Upon the effectiveness of the amendments set forth in this Article I, Section 5.1 shall be deleted in its entirety and replaced with the following:
Amendments to Article 5. (a) Section 5.1 is hereby deleted in its entirety and replaced with the following: Subject to this Article 5 and Section 16.3.3, the Managing General Partner may in its sole discretion make distributions at any time or from time to time to the Partners in accordance with this Agreement. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. For the avoidance of doubt, BIP, the Partnership or one or more of the Holding Entities may (but none is obligated to) borrow money in order to obtain sufficient cash in order to make a distribution. The amount of Taxes withheld or paid by the Partnership or another member of the BIP Group in respect of taxable income allocated to a Partner shall be treated as a distribution to such Partner.
