Amendments Without Consent. Notwithstanding Sections 7.3.B and 14.2 hereof but subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the admission, substitution or withdrawal of Partners, the Transfer of any Partnership Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, withdrawal or Transfer;
(3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) subject to Section 16.7, to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4;
(5) to reflect the termination of the class of Series A Preferred Units if and from the time that all of the Series A Preferred Units shall no longer be, or be deemed to be, outstanding for any purpose;
(6) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 17 or otherwise in this Agreement;
(7) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law (collectively, “Legal Requirements”);
(8) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT or to satisfy the REIT Requirements or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner;
(9) to modify either or both of the manner in which ...
Amendments Without Consent. Notwithstanding the provisions of Section 12.1, or any other provision of this Agreement to the contrary, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Fund or its affiliates under the Investment Company Act or any similar state or federal law;
(d) to make changes negotiated with Additional Investors so long as the changes do not materially adversely affect the rights and obligations of any existing Common Unitholders and the amendment is not objected to by Common Unitholders holding 20% or more of outstanding Common Units within twenty (20) Business Days of being given notice thereof;
(e) amendments to create any new series or classes of Units and to establish the terms thereof;
(f) to change the name of the Fund; or
(g) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Fund or the Members.
Amendments Without Consent. In addition to any amendments otherwise authorized herein, including, without limitation, pursuant to the definition of "Percentage Interest" and Sections 6.1 and 6.7, this Trust Agreement may be amended from time to time by the Board of Trustees without the consent of the Shareholders or the Registered Trustee (subject to the provisions in this Section 10.4):
(a) to add to the representations, duties or obligations of the Board of Trustees or the Registered Trustee or their respective Affiliates or surrender any right or power granted to the Board of Trustees or its Affiliates or the Registered Trustee herein, for the benefit of the Shareholders; provided, that no representations, duties or obligations of the Registered Trustee shall be added or right or power granted to the Registered Trustee or its Affiliates surrendered without the Registered Trustee's consent;
(b) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with law applicable to the Trust as in effect at the time the amendment is adopted, or judicial or administrative interpretations thereof, or with any other provision herein, as long as any such change will not adversely affect the rights of the Shareholders or the Registered Trustee;
(c) to delete or add any provision of this Trust Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or by a State "Blue Sky" Commissioner or similar such official, which addition or deletion is deemed by such Commission or state official to be for the benefit or protection of the Shareholders;
(d) to reflect the addition or substitution of Shareholders or the reduction of Capital Accounts upon the return of capital to Shareholders;
(e) upon notice to all Shareholders, to amend the provisions of Article 9 of this Trust Agreement (i) so as to revise the date upon which each Shareholder's distributive share of Net Income, Net Loss and Distributions is determined and the period of time over which such distributive share relates, provided that in the opinion of the accountants or counsel to the Trust, such amended provisions are not impermissible under applicable federal and/or state income tax legislation, rules or regulations enacted or promulgated thereunder, or administrative pronouncements or interpretations thereof; and (ii) to the minimum extent necessary to take account of any amendments to Section 704 of the Code or the regulations thereunder or any judicial or admi...
Amendments Without Consent. Amendments of this Agreement may be made from time to time by the Management Member without the consent of the Members, (a) to cure any ambiguity, or to correct or supplement any provision hereof which may be inconsistent with any other provision hereof, (b) to reflect a change in the name of the Company or the location of the principal place of business or registered office of the Company, (c) to effect a change that the Management Member in its sole discretion determines to be necessary or desirable to qualify or continue the qualification of the Company as a limited liability company or an entity in which Members have limited liability under the laws of any state or to ensure that the Company will not be treated as an association taxable as a corporation for federal income tax purposes, (d) to effect a change that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, as now or subsequently in effect, compliance with any of which the Management Member deems to be for the benefit of the Company and the Members, (e) to reflect any update with respect to the address information set forth on Schedule B, and (f) to reflect the admission, substitution or withdrawal of any Member in accordance with the provisions of this Agreement (including by updating Schedule A); provided, however, that no amendment shall be adopted pursuant to clauses (a) through (c) of this Section 12.1(b) unless the adoption thereof, in the reasonable opinion of the Management Member is for the benefit of or not adverse to the interest of the Members, including, without limitation not adversely affecting the limited liability of the Members or the status of the Company as a partnership for federal income tax purposes. The Management Member shall promptly notify each Member of any amendment adopted pursuant to this Section 12.1(b), which notice shall include a copy of each amendment.
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 48 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
Amendments Without Consent. (a) Without the consent of the Majority of CVR Holders or the Holders’ Representative, the Company, at any time and from time to time, may enter into one or more amendments hereto, solely for the following purposes (provided that any amendment effected prior to the Effective Time shall also require the written consent of Cosmos):
(i) to evidence the succession of another Person to the Wize Subsidiaries or the Company and the assumption by any such successor of the covenants of the Company herein in a transaction contemplated by Section 6.02;
(ii) to evidence the succession of another Person as a successor CVR Registrar and the assumption by any successor of the obligations of the CVR Registrar herein;
(iii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any successor of the covenants and obligations of the Rights Agent herein;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act or the Exchange Act; provided, that such provisions shall not adversely affect the interests of the Holders and/or to the interests of the Holders’ Representative; or
(v) to add to the covenants of the Company or the Wize Subsidiaries such further covenants, restrictions, conditions or provisions as the Board shall consider to be for the protection of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders and/or to the interests of the Holders’ Representative.
(b) Any such amendment shall be fully valid even if such amendment is signed only by the Company and the Rights Agent.
(c) Promptly after the execution by the Company and the Rights Agent of any amendment pursuant to the provisions of this Section 7.01, the Company shall so notify the Holders’ Representative in writing.
Amendments Without Consent. This Warrant Agreement and the Warrants may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental Agreement”), without the consent of any of the holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrants, (ii) evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of the Company for the benefit of the registered holders of the Warrants or surrendering any right or power conferred upon the Company under this Warrant Agreement, or (v) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the registered holders in any material respect.
Amendments Without Consent of Noteholders 46 Section 9.2. Amendments with Consent of Controlling Class 47 Section 9.3. Execution of Amendments 48 Section 9.4. Effect of Amendment 48 Section 9.5. Conformity with TIA 49 Section 9.6. Reference in Notes to Supplemental Indentures 49 ARTICLE X REDEMPTION OF NOTES 49 Section 10.1. Redemption 49 ARTICLE XI OTHER AGREEMENTS 50 Section 11.1. No Petition 50 Section 11.2. Limited Recourse; Subordination of Claims Against Titling Companies 50 Section 11.3. Limited Recourse; Subordination of Claims Against Depositor 51 Section 11.4. Issuer Orders; Certificates and Opinions 51 Section 11.5. Acts of Noteholders 53 Section 11.6. Conflict with Trust Indenture Act 53 Section 11.7. Issuer Obligation 54 ARTICLE XII MISCELLANEOUS 54 Section 12.1. Benefits of Indenture; Third-Party Beneficiaries 54 Section 12.2. Notices 54 Section 12.3. GOVERNING LAW 55 Section 12.4. Submission to Jurisdiction 55 Section 12.5. WAIVER OF JURY TRIAL 55 Section 12.6. No Waiver; Remedies 55 Section 12.7. Severability 55 Section 12.8. Headings 55 Section 12.9. Counterparts 56 Schedule A Notice Addresses SA-1 Exhibit A Form of Notes EA-1 INDENTURE, dated as of July 1, 2019 (this “Indenture”), between FORD CREDIT AUTO LEASE TRUST 2019-B, a Delaware statutory trust, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Secured Parties. In connection with a securitization transaction sponsored by Ford Credit, the Issuer will issue Notes secured by the 2019-B Exchange Note issued by the Titling Companies and purchased by the Issuer from the Depositor, who purchased it from Ford Credit. The 2019-B Exchange Note is secured by a reference pool of Leases and Leased Vehicles purchased by the Titling Companies from motor vehicle dealers. The parties agree as follows:
Amendments Without Consent. In addition to amendments pursuant to Section 1206, amendments o f this Agreement may be made from time to time by the General Partner, without the consent o f any of the Limited Partners, (a) to cure any ambiguity, or to correct or supplement any provision hereofwhich may be inconsistent with any other provision hereof (b) to delete or add any provision o f this Agreement required to he so deleted or added by any state or provincial securities commissioner or similar official, which addition or deletion is deemed by such commission or official to be for die benefit or protection o f die Limited Partners, (c) to revise this Agreement as necessary to comply or conform with any revisions in applicable laws governing the Partnership, and (d) to reflect the admission o f Substituted Limited Partners or a general partner substituted in the Partnership without the consent of the Limited Partners; provided, however, that no amendment shall be adopted pursuant to clauses (a) through (c) above unless the adoption thereof in die reasonable opinion of the General Partner, is for the benefit o f or not adverse to the interest o f the Limited Partners and in the opinion of counsel, does not affect the limited liability o f the ;|^^Lrmited Partners or the status o f the Partnership as a partnership for income tax purposes.
Amendments Without Consent of Noteholders and Residual ------------------------------------------------------ Interestholder. This Agreement may be amended by the Transferor and the Owner -------------- Trustee without the consent of any of the Noteholders or the Residual Interestholder or Enhancement Providers (but with prior notice to the Rating Agencies and the Indenture Trustee) to (i) cure any ambiguity,
