Common use of Modifications to Collateral Quality Tests or Coverage Tests Clause in Contracts

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “Collateral Quality Test Modification”), (ii) any of the Coverage Tests (a “Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and to the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the Trustee, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s Certificate or such Officer’s Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “Collateral Quality Test Modification”), (ii) any of the Coverage Tests (a “Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares Income Notes if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or modification, (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and by the Trustee to the Holders of the Notes and Preferred Shares Income Notes (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Modification or Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the Trustee, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s Certificate or such Officer’s Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “"Collateral Quality Test Modification”), ") or (ii) any of the Coverage Tests (a “"Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”"), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee Trustee, each Hedge Counterparty and to the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Modification or Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the TrusteeTrustee and each Hedge Counterparty, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s 's Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s 's Certificate or such Officer’s 's Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s 's express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “Collateral Quality Test Modification”), ) or (ii) any of the Coverage Tests (a “Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this the Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and to the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Modification or Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the Trustee, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s Certificate or such Officer’s Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests included in clauses (xx) through (xxx) of the Collateral Quality Tests (a “"Collateral Quality Test Modification”"), (ii) any of the Coverage Tests (a “"Coverage Test Modification”") or (iii) its requirements for pro rata “"special amortizations” " (a “"Pro Rata Special Amortization Modification”"), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization ModificationAmortization, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee Trustee, each Hedge Counterparty and to the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Coverage Test Modification or Pro Rata Special Amortization ModificationAmortization, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the TrusteeTrustee and each Hedge Counterparty, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s 's Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s 's Certificate or such Officer’s 's Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are MBIA is deemed to be the Controlling ClassClass hereunder, the Issuer shall will not be permitted to make any such change with respect to Moody's or Fitch or, on or after the date that is 18 months after the Closing Date, S&P, without obtaining the consent of a Majority of the Class A-1 Notes MBIA (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do MBIA does not object to such change within seven (7) 14 days after notice thereof if is given, such Holders MBIA will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s 's express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “Collateral Quality Test Modification”), ) or (ii) any of the Coverage Tests (a “Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without the consent of the Holders of the Notes (except as provided below) (but with written notice to the Noteholders) or the Preferred Shares if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and each Hedge Counterparty and by the Trustee to the Holders of the Notes and Preferred Shares (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Modification or Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers and the Collateral Manager and delivered to the TrusteeTrustee and each Hedge Counterparty, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s Certificate or such Officer’s Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s express written consent.

Modifications to Collateral Quality Tests or Coverage Tests. In the event any of the Rating Agencies modifies the definitions or calculations relating to (i) the method of calculating any of its respective Collateral Quality Tests (a “Collateral Quality Test Modification”), ) or (ii) any of the Coverage Tests (a “Coverage Test Modification”) or (iii) its requirements for pro rata “special amortizations” (a “Pro Rata Special Amortization Modification”), in either case in order to correspond with published changes in the guidelines, methodology or standards established by such Rating Agency, the Issuer may, but is under no obligation solely as a result of this Section 12.5 to, incorporate corresponding changes into this Indenture by an amendment hereto without with the consent of the Holders 66-2/3%, by outstanding principal amount, of the Notes Controlling Class (except as provided below) (but with written notice provided, that if the Controlling Class does not respond to the NoteholdersIssuer within seven (7) or Business Days, the Preferred Shares Controlling Class shall be deemed to have consented) if (x)(1) in the case of a Collateral Quality Test Modification, the Rating Agency Condition is satisfied with respect to the Rating Agency that made such modification or (2) in the case of a Coverage Test Modification or a Pro Rata Special Amortization Modification, the Rating Agency Condition is satisfied with respect to each Rating Agency then rating the Notes and (y) written notice of such modification is delivered by the Collateral Manager to the Trustee and to the Holders of Noteholders and the Notes and Preferred Shares Certificateholder (which notice may be included in the next regularly scheduled report to Noteholders). Any such Collateral Quality Test Modification, Modification or Coverage Test Modification or Pro Rata Special Amortization Modification, as the case may be, shall be effected without execution of a supplemental indenture; provided, however, that such amendment shall be (i) evidenced by a written instrument executed and delivered by each of the Co-Issuers Issuer and the Collateral Manager and delivered to the Trustee, (ii) accompanied by delivery by the Issuer to the Trustee of (A) an Officer’s Certificate of the Issuer certifying that such amendment has been made pursuant to and in compliance with this Section 12.5 and (B) if requested by the Trustee, an Opinion of Counsel stating that such amendment is authorized or permitted by this Section 12.5 and that all applicable conditions precedent under this Section 12.5 have been satisfied, on which such Officer’s Certificate or such Officer’s Certificate and Opinion of Counsel, as the case may be, the Trustee shall be entitled to rely. Notwithstanding the foregoing, so long as the Class A-1 Notes are the Controlling Class, the Issuer shall not make any such change without obtaining the consent of a Majority of the Class A-1 Notes (such consent not to be unreasonably withheld); provided that, if the Holders of the Class A-1 Notes do not object to such change within seven (7) days after notice thereof if given, such Holders will be deemed to have consented to such change. Notwithstanding the foregoing, any such amendment reasonably determined by the Trustee to be unduly burdensome to the Trustee, shall not take effect without the Trustee’s express written consent.