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 is hereby deleted in its entirety and replaced with the following:
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. 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. Article 5 of the Agreement shall be amended and restated to read in its entirety as follows:
Amendments to Article 5. (a) Section 5.2.1 is hereby deleted in its entirety and replaced with the following:
5.2.1 Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2.
(b) Section 5.2.2 is hereby deleted in its entirety and replaced with the following:
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. Section 5.01 of the Indenture is hereby deleted in its entirety.
Amendments to Article 5. Section 5.2.4.1 is hereby deleted in its entirety and replaced with the following:
5.2.4.1 first, to Partners other than Preferred Unitholders pro rata (i) in proportion to the Unrecovered Capital Amounts attributable to the Equity Units, FV LTIP Units outstanding as of the Arrangement Date and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each such Unit is equal to zero and (ii) to any other FV LTIP Unitholders in an amount per FV LTIP Unit equal to (A) the amount distributed per Managing General Partner Unit pursuant to clause (i) multiplied by (B) 100% or, with respect to any Special FV LTIP Units for which the Special FV LTIP Unit Full Participation Date has not occurred at the time of such distribution, the Special FV LTIP Unit Sharing Percentage; provided that distributions in respect of an FV LTIP Unit shall be limited to the holder’s Economic Capital Account Balance attributable to such FV LTIP Unit as of the date of distribution; and
