Common use of Supplemental Indentures and Amendments Without Consent of the Noteholders Clause in Contracts

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the Notes; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the Noteholders, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any Noteholders. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

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)

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Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, with the consent of the Insurer and without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders Noteholders, the Insurer and the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Insurer and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Insurer and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee and the Insurer an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any Noteholders. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to the Insurer and each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to the Insurer and each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 2 contracts

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Cendant Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Master Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture Agreement or into a Series Supplement in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes of one or more Series; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenturea Series Supplement, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the Noteholders, any property subject to the Lien of this Indenturea Series Supplement; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the a Series of Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; (vi) Reserved; or (vivii) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vivii), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Master Servicer both to the effect that such change will not materially and adversely affect the rights of any NoteholdersNoteholders and evidence that any additional conditions to such amendment contained in one or more Series Supplements have been satisfied. Subject to Section 15.1(c13.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 2 contracts

Samples: Master Indenture and Servicing Agreement (Cendant Corp), Master Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, with the consent of the Insurer and without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders Noteholders, the Insurer and the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Insurer and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Insurer and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any NoteholdersNoteholders or the Swap Counterparty. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee and the Insurer an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any NoteholdersNoteholders and the Issuer shall have delivered to the Trustee and the Insurer either the consent of the Swap Counterparty to such amendment or supplement or an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of the Swap Counterparty. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to the Insurer and each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to the Insurer and each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 2 contracts

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp), Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Master Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture Agreement or into a Series Supplement in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes of one or more Series; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenturea Series Supplement, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the Noteholders, any property subject to the Lien of this Indenturea Series Supplement; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided thatPROVIDED THAT, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the a Series of Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; (vi) to provide for the issuance of a new Series of Notes; or (vivii) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that72 PROVIDED THAT, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vivii), the Issuer shall have delivered to the Trustee an Officer’s 's Certificate of the Issuer and an Officer’s 's Certificate of the Master Servicer both to the effect that such change will not materially and adversely affect the rights of any NoteholdersNoteholders and evidence that any additional conditions to such amendment contained in one or more Series Supplements have been satisfied. Subject to Section 15.1(c13.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Master Indenture and Servicing Agreement (Cendant Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders Noteholders, the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the NoteholdersNoteholders or the Swap Counterparty; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any NoteholdersNoteholders or the Swap Counterparty. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any NoteholdersNoteholders and the Issuer shall have delivered to the Trustee either the consent of the Swap Counterparty to such amendment or supplement or an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of the Swap Counterparty. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency and the Swap Counterparty a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders Noteholders, the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any NoteholdersNoteholders or the Swap Counterparty. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any NoteholdersNoteholders and the Issuer shall have delivered to the Trustee either the consent of the Swap Counterparty to such amendment or supplement or an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of the Swap Counterparty. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)

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Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, with the consent of the Insurer and without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders Noteholders, the Insurer and the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Insurer and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Insurer and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any Noteholders. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to the Insurer and each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to the Insurer and each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture Agreement in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders and the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this IndentureAgreement, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Counterparty, any property subject to the Lien of this IndentureAgreement; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s Certificate of the Issuer and an Officer’s Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any Noteholders. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)

Supplemental Indentures and Amendments Without Consent of the Noteholders. The Issuer, the Trustee, the Collateral Agent and the Servicer, at any time and from time to time, without the consent of any of the Noteholders, may enter into one or more amendments or indentures supplemental to this Indenture in form satisfactory to the Trustee for any of the following purposes: (i) to add to the covenants of the Issuer for the benefit of the Noteholders and the Swap Counterparty or to surrender any right or power conferred upon the Issuer; (ii) to Grant any additional property to the Trustee or the Collateral Agent or to be held by the Custodian, in each case, for the benefit of the Trustee and the Holders of the NotesNotes and the Swap Counterparty; (iii) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Trustee or the Collateral Agent or deliver to the Custodian, in each case for the benefit of the Trustee and the NoteholdersNoteholders and the Swap Counterparty, any property subject to the Lien of this Indenture; (iv) to cure any ambiguity, or correct, modify or supplement any provision which is defective or inconsistent with any other provision herein; provided that, such correction, modification or supplement shall not alter in any material respect, the amount or timing of payments to or other rights of the Noteholders; (v) to modify transfer restrictions on the Notes, so long as any such modifications comply with the Securities Act and the Investment Company Act; or (vi) make any other changes which do not, individually or in the aggregate, materially and adversely affect the rights of any Noteholders. provided that, (x) in each case, the Issuer shall have satisfied the Rating Agency Condition with respect to such corrections, amendments, modifications or clarifications and (y), with respect to any changes described in subsection (vi), the Issuer shall have delivered to the Trustee an Officer’s 's Certificate of the Issuer and an Officer’s 's Certificate of the Servicer both to the effect that such change will not materially and adversely affect the rights of any Noteholders. Subject to Section 15.1(c), the Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. So long as any of the Notes are outstanding, at the cost of the Issuer, the Trustee shall provide to each Rating Agency then rating any Notes a copy of any proposed amendment or supplemental indenture prior to the execution thereof by the Trustee and, as soon as practicable after the execution by the Issuer, the Servicer, the Trustee and the Collateral Agent of any such amendment or supplemental indenture, provide to each Rating Agency a copy of the executed amendment or supplemental indenture, as the case may be.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Cendant Corp)

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