Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date); (b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture; (c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;" (e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture; (f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or (g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 5 contracts
Samples: Indenture (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1), Indenture (Accredited Mort Loan Trust Asset Back Notes Series 2003-1), Indenture (Accredited Home Lenders Accredited Mort Loan Trust 2002-2)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Notes of all Outstanding Notes of series at the Classes affected thereby time outstanding, considered as one class, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if there shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be required; provided further that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Samples: Indenture for Senior Debt Securities (KCPL Financing Ii), Indenture (Great Plains Energy Inc), Indenture (Great Plains Energy Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Distribution Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or thereof, the Note Rate thereonthereon or the Redemption Price with respect thereto, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Distribution Amount or Base Principal Payment Distribution Amount for any Payment Distribution Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 4 contracts
Samples: Indenture (Prudential Securities Secured Financing Corp), Indenture (Prudential Securities Secured Financing Corp), Indenture (Prudential Securities Secured Financing Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuing Entity and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Samples: Indenture (NovaStar Certificates Financing CORP), Indenture (Accredited Mortgage Loan REIT Trust), Indenture (NovaStar Certificates Financing LLC)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 201_-[__] Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of Note Balance or the Note Principal Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding;"
”, (eii) permit the creation of any lien other than the lien of this Indenture with respect to any part definition of the Trust Estate term “Note Balance” or terminate (iii) the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note definition of the security afforded by the lien of this Indentureterm “Controlling Class”;
(fd) modify any reduce the percentage of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;
Appears in 3 contracts
Samples: Indenture (Daimler Trust), Indenture (Daimler Trust), Indenture (Daimler Trust)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of Indenture Trustee, when authorized by an Issuer Request, also may, with prior notice to the Note Insurer Rating Agencies and with the consent of the Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes Balances of the Classes Notes affected thereby thereby, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, provided however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes orinterest on any Note, with respect to the Notes, or reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Sponsorsale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon 44 is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(bii) reduce the percentage of the Note Principal Balance Balances of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(diii) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder";"
(eiv) reduce the percentage of the Note Balances of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(vii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture;
(f) modify ; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax. and provided, further, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will not adversely affect in any material respect the interests of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)Certificateholder. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders (as defined in Section 10.03) under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Samples: Indenture (Deutsche Mortgage Securities Inc), Indenture (Nomura Asset Acceptance Corp), Indenture (Deutsche Alt-a Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article VIII hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Outstanding Notes, MAALP (when authorized by or pursuant to a Board Resolution), MAA (when authorized by or pursuant to a Board Resolution), the Trustee and, if CRLP shall have become a party to this Indenture pursuant to a Subsidiary Guarantee Supplemental Indenture as contemplated by Section 4.14 and shall not have been released, in accordance with the applicable provisions of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered this Indenture, from its obligations under this Indenture with respect to the Trust and the Indenture TrusteeNotes, the Trust and the Indenture Trustee CRLP (when authorized pursuant to a Board Resolution) may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of the Notes or any Subsidiary Guarantees of the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shallindenture, without the consent of the Holder of each Outstanding Note affected therebyNote, shall:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes orany principal of, with respect to the Notesor premium, if any, or any installment of interest on, any Note or reduce the Note Principal Balance thereof principal amount of or the Note Rate thereonany premium, change the earliest date if any, on which any Note may be redeemed or reduce the rate of interest on any Note (or modify the calculation of interest on any Note except in a manner that increases such rate of interest), or reduce the amount payable upon redemption of any Note at the option of the Sponsor, change payment whereMAALP, or reduce the coin amount or change the time for payment of any amount payable under any Subsidiary Guarantee of any Notes by CRLP, or change the office described in Section 4.02 otherwise then in accordance with the terms of this Indenture or the currency in whichwhich the principal of, or any premium or interest on, any Note or any interest thereon amount payable pursuant to any Subsidiary Guarantee of any Notes by CRLP is payable, or impair the any Holder’s right to institute suit for the enforcement of the any payment of any installment of interest due on any Note Notes or pursuant to any Subsidiary Guarantees of the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)) or on or after any other date on which any such principal, premium, if any, or interest shall become due and payable; or;
(b) reduce the percentage of the Note Principal Balance in aggregate principal amount of the Outstanding Notes, the consent of the whose Holders of which is required for any such supplemental indenture, or the consent of the whose Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences consequences) provided for in Section 6.07 of this Indenture;
(c) , or reduce the requirements of Section 14.04 for quorum or voting or modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, Section 6.07 except to increase any such percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived (solely insofar as relates to the Notes) without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained hereinNote.; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Samples: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Class A Interest Payment Amount or Base Class A Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 3 contracts
Samples: Indenture (American Business Financial Services Inc /De/), Indenture (Prudential Securities Secured Financing Corp), Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article IX) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by the resolutions of the Classes affected thereby by Act Board of said Holders delivered to the Trust Directors, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shall, in each case, without the consent of the Holder holder of each Outstanding Note affected thereby:
so affected: (ai) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or purchase thereof, or change any Payment Date or the Final Stated Maturity Date obligation of the Notes or, with respect Company to redeem any Note on a redemption date in a manner adverse to the holders of Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which obligation of the Company to purchase any Note may be redeemed at upon the option happening of a Change in Control in a manner adverse to the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payableholders of Notes, or impair or adversely affect the right of any Noteholder to institute suit for the enforcement of payment thereof, or make the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date principal thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of interest or premium, if any, thereon payable in any Note on coin or after the Final Stated Maturity Date (or, currency other than that provided in the case of redemptionNotes, on or after change or impair in a manner adverse to the applicable Redemption Date);
(b) Noteholders the right to convert the Notes into Common Stock or reduce the percentage number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the Note Principal Balance of the Outstanding Notesterms set forth herein, the consent of the Holders of which is required for any such supplemental indentureincluding Section 15.6, or modify the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders; or Defaults hereunder and their consequences provided for in this Indenture;
(cii) modify reduce the aforesaid percentage of Notes, the holders of which are required to consent to any supplemental indenture, waiver or modification of any of the provisions of this Section 9.02 or Sections 5.13 Section 7.7. Up to and prior to the close of business on the Exchange Date, only the holders of shares of Preferred Stock shall be entitled to approve any amendments or 5.17(b) hereof, except supplements to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot as provided above. Any such vote of the holders of shares of Preferred Stock shall require the affirmative vote or consent of the holders of at least 66 2/3 percent (unless a higher percentage shall then be modified required by applicable law) of all outstanding shares of Preferred Stock voting separately as a class. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or waived without Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holder Trustee shall join with the Company in the execution of each Outstanding Note affected thereby;
(d) modify such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (International Shipholding Corp), Indenture (International Shipholding Corp)
Supplemental Indentures with Consent of Noteholders. With The Issuing Entity and the consent of Indenture Trustee, when authorized by an Issuing Entity Request, may, with prior written notice to each Rating Agency and the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Class I-A Notes of if any Class I-A Notes are the Classes only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are the only Notes Affected (iv) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (v) all Notes, if the Class I-A Notes, the Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuing Entity and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder";"
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuing Entity, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 2 contracts
Samples: Indenture (Bear Stearns Asset Backed Securities I LLC), Indenture (Bear Stearns Asset Backed Securities I LLC)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time Outstanding, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall:
(1) change the maturity date of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or 71 change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then Outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terns terms the 72 substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Met Ed Capital Trust), Indenture (Penelec Capital Trust)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, [with the prior written consent of the Note Insurer (or, if a Note Insurer Default shall have occurred and be continuing, with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may Majorityholders),] enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, [subject to the express rights of the Note Insurer under the Basic Documents,] no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby:
(ai) change the date of payment of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the Note Rate thereon or the Final Stated Maturity Date Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the Notes orsale of, with respect the Pledged Property to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or ;
(ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(biii) reduce the percentage of the outstanding Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(civ) reduce the percentage of the outstanding Note Balance of the Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Pledged Property pursuant to Section 5.4;
(v) modify any of the provisions provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dvi) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the definition benefit of any provisions for the mandatory redemption of the term "Outstanding;"Notes contained herein; or
(evii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Pledged Property or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Long Beach Acceptance Corp), Indenture (Long Beach Acceptance Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2020-A Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2020-A Basic Document;
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2020-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2020-A Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2020-A), Indenture (Mercedes-Benz Auto Lease Trust 2020-A)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of the Note Insurer Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, and with the consent of the Required Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby and each Swap Counterparty, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyand each Swap Counterparty:
(ai) change reduce the amount or extend the time of payment of any Payment Date amount owing or payable under any Note;
(ii) increase or reduce the Final Stated Maturity Date interest payable on any Note;
(iii) alter or modify the provisions of the Notes or, Transfer and Servicing Agreement with respect to the order of priorities in which Collections on the Loans shall be paid to Noteholders or with respect to the amount or timing of payments on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(biv) reduce reduce, modify or amend any indemnities in favor of any Noteholder or in favor of or to be paid by the percentage Trust Depositor, or alter the definition of the Note Principal Balance parties that are indemnified hereunder to exclude any Noteholder;
(v) make any interest or principal payable in a currency other than U.S. dollars;
(vi) permit the creation of any Lien on the Loans senior to or on a parity with the lien of the Outstanding Notes, Indenture or permit the consent termination or derogation of the Holders of which is required for any such supplemental indenture, or the consent lien of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(cvii) modify any of modify, amend or supplement the provisions of this Section 9.02 the Transfer and Servicing Agreement relating to amendments, waivers and supplements to the Indenture, the Transfer and Servicing Agreement or Sections 5.13 or 5.17(bany other document; or
(viii) hereof, except modify the percentage of Noteholders required to increase make any percentage specified therein modification of the Indenture or to provide that certain other provisions of this direct the Indenture cannot be modified Trustee to sell or waived without liquidate the Loans; provided, that, only the consent of the Holder of each Outstanding Note affected thereby;
(d) modify thereby shall be required for any decrease in an amount of or alter the provisions rate of interest payable on the proviso Note or any extension for the time of payment of any amount payable under the Note or any reduction, modification or amendment of any indemnities in favor of such Noteholder or in favor of or to be paid by the Trust Depositor, or the alteration of the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien “indemnified parties” to exclude such Noteholder; provided, further, that, Section 3.27 of this Indenture with respect shall not be amended without the consent of each Swap Counterparty. Neither the Issuer, the Indenture Trustee nor any of their respective affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any part of the Trust Estate Note Owner for or terminate the lien of this Indenture on as an inducement to any property at any time subject hereto consent, waiver or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation amendment of any of the individual components terms or provisions of such amounts) this Indenture, the Transfer and Servicing Agreement or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate unless such consideration is offered to be treated as a "taxable mortgage pool" within paid to all Note Owners that so consent, waive or agree to amend in the meaning of Code Section 7701(i). The Indenture Trustee may time frame set forth in its discretion determine whether solicitation documents relating to such consent, waiver or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithagreement. It shall not be necessary for any Act of Noteholders Noteholders, as herein defined, under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Swap Counterparties and to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2018-A Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2018-A Basic Document;
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2018-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2018-A Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-A), Indenture (Mercedes-Benz Auto Lease Trust 2018-A)
Supplemental Indentures with Consent of Noteholders. With prior notice to each applicable Note Rating Agency and the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority 66 2/3% in Outstanding Dollar Principal Amount of the Note Principal Balance each class affected by such amendment of all Outstanding Notes of the Classes affected thereby this Indenture or any Indenture Supplement by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee Trustee, upon delivery of a Master Trust Tax Opinion and an Issuer Tax Opinion, may enter into an indenture amendment of this Indenture or indentures supplemental hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of each such series or class under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture amendment or Indenture Supplement shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or the Final Stated Legal Maturity Date of the Notes or, with respect to the Notes, any Note;
(b) reduce the Note Stated Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereAmount of, or the coin or currency in which, interest rate on any Note or any interest thereon is payableNote, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its maturity;
(d) impair the right to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note;
(be) reduce the percentage of the Note in Outstanding Dollar Principal Balance Amount of the Outstanding NotesNotes of any series or class, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with the provisions of this Indenture or Defaults of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereofSection 7.18, except to increase any percentage specified therein of Holders required to consent to any such amendment or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(eg) permit the creation of any lien or other than encumbrance on the Collateral that secures any class of Notes that is prior to the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights favor of the Holders of the Notes to of such class;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the benefits applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any provisions for the redemption of Notes contained hereinNote on any date; or
(gj) incur make any indebtedness, other than amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series or class of Notes, that would cause or which modifies the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning rights of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of such series or class with respect to such covenant or other provision, whether theretofore shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithclass. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mellon Premium Finance Loan Owner Trust), Indenture (Mellon Bank Premium Finance Loan Master Trust)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan Trust 2005-1), Indenture (Accredited Mortgage Loan Trust 2004-4)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article VIII) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust a Board Resolution and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallprovided that, without the consent of the Holder holders of each Outstanding Note affected thereby:
all Notes then outstanding, no such supplemental indenture shall (a) change extend the fixed maturity of any Payment Date Note, or reduce the Final Stated Maturity Date rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsorholder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, change payment whereif any, or the thereon payable in any coin or currency other than that provided in whichthe Notes, any Note or any interest thereon is payablemodify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to institute suit for convert the enforcement Notes into Common Stock subject to the terms set forth herein without the consent of the payment holder of any installment of interest due on any each Note on so affected or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the holders of which are required to consent to any such supplemental indenture. Upon the request of the Holders Company, accompanied by a copy of which is required for a Board Resolution certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with provisions of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties, protections, privileges, liability or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Netbank Inc), Indenture (Computer Network Technology Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer Purchaser and with the consent of Holders of Secured Notes representing not less than a majority of the Note Principal Balance of all Outstanding Secured Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Secured Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Secured Notes or, with respect to the Secured Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Secured Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Secured Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Secured Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Secured Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Secured Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Secured Notes to the benefits of any provisions for the mandatory redemption of Secured Notes contained herein; or;
(g) incur any indebtedness, other than the Secured Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i); or
(h) engage in any activities contrary to the status of the Trust as a qualified special purpose entity under the existing accounting literature. The Indenture Trustee may in its discretion determine whether or not any Secured Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Secured Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Secured Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (American Business Financial Services Inc /De/), Indenture (American Business Financial Services Inc /De/)
Supplemental Indentures with Consent of Noteholders. With [the consent of the Note Insurer and with with] the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Deficiency Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsDeficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenturerelates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Southpoint Residential Mortgage Securities Corp), Indenture (National Mortgage Securities Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuing Entity and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding”;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan REIT Trust), Indenture (Accredited Mortgage Loan Trust 2006-2)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2014-A Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of Note Balance or the Note Principal Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding;"
”, (eii) permit the creation of any lien other than the lien of this Indenture with respect to any part definition of the Trust Estate term “Note Balance” or terminate (iii) the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note definition of the security afforded by the lien of this Indentureterm “Controlling Class”;
(fd) modify any reduce the percentage of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2014-A), Indenture (Mercedes-Benz Auto Lease Trust 2014-A)
Supplemental Indentures with Consent of Noteholders. (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Insurer and with the consent Balance of Holders each Class of Notes representing not less than a majority of the Note Principal Balance of all then Outstanding Notes of the Classes affected thereby and by Act of said Holders Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:,
(ai) change any the Stated Maturity or Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any the amount of principal payments or interest thereon is payable, payments due or impair the right to institute suit for the enforcement of the payment of any installment of interest become due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);76
(bii) reduce the percentage of the Outstanding Note Principal Balance of the Outstanding Notesor Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences;
(ciii) modify any of the provisions of this Section 9.02 9.2 or Sections 5.13 or 5.17(b) hereof, Section 6.13 hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby;
(div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”; or
(ev) permit the creation of any lien other than ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien Lien of this Indenture;
(f) ; provided, no such supplemental indenture may modify or change any of the provisions terms whatsoever of this Indenture in such manner that could be construed as to affect increasing the calculation of Issuer’s or the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; orServicer’s discretion hereunder.
(gb) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indentureeffectiveness thereof to each Noteholder and each Rating Agency, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture9.2(a) hereof.
Appears in 2 contracts
Samples: Indenture (BBX Capital Corp), Indenture (BFC Financial Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2018-B Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2018-B Basic Document;
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2018-B Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2018-B Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-B), Indenture (Mercedes-Benz Auto Lease Trust 2018-B)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2019-B Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2019-B Basic Document;
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2019-B Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2019-B Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-B), Indenture (Mercedes-Benz Auto Lease Trust 2019-B)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan Trust 2003-3), Indenture (Accredited Mortgage Loan Trust 2003-2)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding”;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan Trust 2005-3), Indenture (Accredited Mortgage Loan Trust 2005-4)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuing Entity and the Indenture Trustee, the Trust Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.02 or Section 9.01, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (NovaStar Certificates Financing CORP), Indenture (NovaStar Certificates Financing CORP)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article XIII) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeMajority Noteholders, the Trust Issuers and the Indenture Trustee may may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions ofof this Indenture, this Indenture the Senior Notes or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
shall (a) change extend the final maturity of any Payment Date Senior Note or the Final Stated Maturity Date time of the Notes or, with respect to the Notes, payment of any principal thereof or reduce the Note Principal Balance principal amount thereof or any premium thereon or extend the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option time of the Sponsor, change payment where, or the coin or currency in which, any Note or of any interest thereon is payable, or reduce any amount payable on redemption thereof or reduce the amount of principal that would be due and payable upon the occurrence of an Event of Default or impair or affect the right rights of any Noteholder to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (orthereof, in the case of redemption, on or after the applicable Redemption Date);
(b) decrease the Senior Note Rate, (c) reduce any amount required to be collected or retained in any Indenture Account, (d) release any part of the Security for the Senior Notes, except as specifically contemplated in the Transaction Documents, or (e) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, Senior Notes the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived each case without the consent of the Holder of each Outstanding Senior Note affected thereby;
(d) modify or alter so affected. Upon the provisions request of the proviso to the definition Issuers, accompanied by a copy of the term "Outstanding;"
(e) permit supplemental indenture and upon the creation filing with the Indenture Trustee of evidence of the consent of the Majority Noteholders or any lien greater percentage of Holders as required by this Section 12.02 and other than documents, if any, required by this Section 12.02, the lien Indenture Trustee shall join with the Issuers in the execution of such supplemental indenture unless such supplemental indenture affects the Indenture Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Williams Companies Inc), Indenture (Williams Communications Group Inc)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article IX) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust a Board Resolution and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes at the option of the holder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, if any, thereon payable in any coin or currency other than that provided in the Notes or impair the right to exchange the Notes for Preferred Stock or the right to convert the Notes into Common Stock subject to the terms set forth herein, including Sections 15.6 and 17.6, without the consent of the Holder holder of each Outstanding Note so affected thereby:
or (a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder holders of each Outstanding Note affected thereby;
(d) modify or alter all Notes then outstanding. Upon the provisions request of the proviso to Company, accompanied by a copy of a Board Resolution certified by its Secretary or Assistant Secretary authorizing the definition execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the term "Outstanding;"
(e) permit consent of Noteholders as aforesaid, the creation Trustee shall join with the Company in the execution of any lien other than such supplemental indenture unless such supplemental indenture affects the lien of Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Tribune Co), Securities Purchase Agreement (Softkey International Inc)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Class I-A Notes of if any Class I-A Notes are the Classes only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are the only Notes Affected (iv) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (v) all Notes, if the Class I-A Notes, the Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder";"
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 2 contracts
Samples: Indenture Agreement (Bear Stearns Asset Backed Securities I LLC), Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority entitled to at least 50% of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby Voting Rights, by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer, when authorized by an Issuer Order, and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions ofprovisions, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change the final installment of principal of, or any Payment Date installment of interest on, any Note or reduce the principal amount thereof, the Note Interest Rate thereon or the Final Stated Maturity Date of the Notes or, Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorRedemption Date, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof date such payment is due or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date of the final installment of the principal thereof (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding NotesVoting Rights, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section 9.02 9.02, Section 5.14 or Sections 5.13 Section 5.18(b) or 5.17(b) hereof5.18(c), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount principal or Base Principal Payment Amount interest for any Payment Date and on any Class Notes (including the calculation of any of the individual components of such amountsDebt Service Requirement) or to affect the rights of the Holders of the Notes to the benefits of any provisions contained herein for the redemption mandatory payment of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)principal. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture pursuant to this Section 9.02 or Section 9.01(4) hereof and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mid-State Homes Inc), Indenture (Mid State Trust Vi)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for encumbrances permitted under the Depositor Sale Agreement) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Residential Asset Funding Corp), Indenture (Residential Asset Funding Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuing Entity and the Indenture TrusteeTrustee and the consent of the Hedge Providers (if the related Hedge Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the related Hedge Agreement is not materially affected by such supplemental indenture), the Trust Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding”;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Hedge Providers to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Accredited Mortgage Loan REIT Trust), Indenture (Accredited Mortgage Loan REIT Trust)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2019-A Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2019-A Basic Document;
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2019-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2019-A Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-A)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Section 7.01) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of each series affected by such supplemental indenture at the Classes affected thereby time Outstanding, the Corporation, when authorized by Act of said Holders delivered to the Trust a Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an any indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indentureof such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder holders of each Note then Outstanding Note and affected thereby:
thereby (a) change any Payment Date or the Final Stated Maturity Date of any Note or provide for the Notes or, with respect redemption of any Note prior to the NotesMaturity Date, or reduce the Note Principal Balance rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note principal thereof or any interest thereon is payablepayable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for the enforcement of the payment of any installment of interest due on any Note on thereof, or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Corporation in the execution of which is required for any waiver of compliance with provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Corporation and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Section, the Indenture Trustee shall mail to transmit by mail, first class postage prepaid, a notice, prepared by the Holders of the Notes to which such supplemental indenture relates a notice Corporation, setting forth in general terns terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Flushing Financial Corp), Indenture for Subordinated Notes (State Bancorp Inc)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture (Central Illinois Public Service Co), Indenture (Central Illinois Public Service Co)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Notes of all Outstanding Notes of series at the Classes affected thereby time outstanding, considered as one class, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if there shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be required; provided further that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 16.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 2 contracts
Samples: Indenture for Subordinated Debt Securities (Kansas City Power & Light Co), Indenture for Subordinated Debt Securities (Great Plains Energy Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the In addition to any amendment permitted pursuant to Section 9.01 hereof, with prior notice to each applicable Note Insurer Rating Agency and with the consent of Holders of more than 66 2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes representing not less than a majority affected by such amendment of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Trust Issuing Entity and the Indenture Trustee, the Trust Issuing Entity and the Indenture Trustee Trustee, as applicable, upon delivery of a Tax Opinion, may enter into an indenture or indentures supplemental hereto amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture shallamendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the scheduled payment date of any payment of interest on any Note, or change a Scheduled Principal Payment Date or the Final Stated Legal Maturity Date of the Notes or, with respect to the Notes, any Note;
(b) reduce the Note Stated Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereAmount of, or the coin or currency in which, interest rate on any Note or any interest thereon is payableNote, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its legal maturity date;
(d) impair the right to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note;
(be) reduce the percentage of the Note in Outstanding Dollar Principal Balance Amount of the Outstanding Notes of any Series, Class or Tranche of Notes, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with the provisions of this Indenture or Defaults of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereofSection 6.18, except to increase any percentage specified therein of Holders required to consent to any such amendment or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(eg) permit the creation of any lien or other than encumbrance on the Collateral that secures any Tranche of Notes that is prior to the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights favor of the Holders of the Notes to of such Tranche;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the benefits applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any provisions for the redemption of Notes contained hereinNote on any date; or
(gj) incur make any indebtednessother amendment not permitted by Section 9.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, other than the Class or Tranche of Notes, that would cause or which modifies the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning rights of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of such Series, whether theretofore Class or thereafter authenticated and delivered hereunder. The Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture Trustee shall not be liable for of the Holders of Notes of any such determination made in good faithother Series, Class or Tranche. It shall will not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such Act shall will approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for encumbrances permitted under the Sponsor Sale Agreement) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall:
(1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the related series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(d) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With The Issuer, the consent Securities Administrator and the Indenture Trustee, when authorized by an Issuer Request in the case of the Note Insurer Securities Administrator and the Indenture Trustee, also may, with prior notice to the Rating Agencies and with the consent of the Swap Provider and with the consent Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding each Class of Notes of the Classes affected thereby thereby, by Act (as defined in Section 10.03 hereof) of said such Holders delivered to the Trust Issuer, the Securities Administrator and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes orinterest on any Note, with respect to the Notes, or reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date on which any Note may be redeemed at provisions of this Indenture relating to the option application of collections on, or the proceeds of the Sponsorsale of, the Trust Estate and to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(bii) reduce the percentage of the Note Principal Balance Balances of the Outstanding Notes, or any Class of Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"” or modify or alter the exception in the definition of the term “Holder”
(eiv) reduce the percentage of the Note Principal Balances of the Notes, or any Class of Notes, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04 hereof;
(v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(vii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture;
(f) modify ; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be subject to an entity level tax for federal income tax purposes. Any such action shall not adversely affect in any of material respect the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation interest of any Holder (other than a Holder who shall consent to such supplemental indenture) as evidenced by an Opinion of Counsel (provided by the individual components of Person requesting such amountssupplemental indenture) or to affect rights of the Holders of the Notes delivered to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithSecurities Administrator. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee Securities Administrator shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Securities Administrator to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of then outstanding that would be affected by the Classes affected thereby particular supplemental indenture, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note; or reduce the rate of interest on any Note; or change the method of calculating interest, or any term used in the calculation of interest, or the period for which interest is payable, on any Floating Rate Note; or reduce the principal amount of any Note or any premium thereon; reduce the amount of the principal of an Original Issue Discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof, or adversely affect the right of repayment or renewal, if any, at the option of the Holder; or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable; or change the date on which any Note may be redeemed; or adversely affect the rights of any Noteholder to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note; in each case without the consent of the Holder of each Outstanding Note then outstanding that would be affected thereby:thereby (for purposes of this Section 13.02 (a)(1) only, the term "Note" shall include Notes for which an offer to purchase has been accepted by the Company); or
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is are required for to consent to any such supplemental indenture, or the percentage in aggregate principal amount of the Notes then outstanding the consent of the Holders of which is required for any waiver of compliance with provisions certain past defaults or Events of this Indenture Default hereunder or Defaults hereunder and their the consequences provided for thereof, in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived each case without the consent of the Holder Holders of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders all of the Notes to then outstanding.
(b) Upon the benefits request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any provisions for such supplemental indenture, and upon the redemption filing with the Trustee of Notes contained herein; or
(g) incur any indebtednessevidence of the consent of Noteholders as aforesaid, other than the NotesTrustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, that would cause duties or immunities under this Indenture or otherwise, in which case the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. supplemental indenture.
(c) It shall not be necessary for any Act the consent of Noteholders the Holders of Notes under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(d) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee Company shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 5.13, Section 5.14 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g7) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any either Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Accredited Home Lenders Inc Mortgage Loan Trust 2004-1)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the Holders of at least a majority in aggregate principal amount of the Notes (with the Series A Notes and the Series B Notes voting as a single class) at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, at the Company’s expense, may, from time to time, and at any time amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents and, subject to Section 7.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Supplementary Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Security Documents, the Notes or the Note Guarantees may be waived with the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenturethen outstanding Notes; provided, however, that no such supplemental indenture shall, without the consent of the each Holder of each Outstanding an outstanding Note affected thereby:affected, an amendment, supplement or waiver under this Section 11.02 may not (with respect to any Notes held by a non-consenting holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment;
(b) reduce the principal of or change the fixed maturity of any Payment Date Note (other than provisions relating to Section 4.16);
(c) reduce the rate of or extend the Final stated time for payment of interest, including Supplementary Interest, on any Note;
(d) reduce the principal of or extend the Stated Maturity Date of any Note;
(e) decrease the conversion rate of any Note or otherwise adversely affect the conversion rights associated with any Note;
(f) reduce the Change of Control Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(g) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes orby the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(h) make any Note payable in currency other than that stated in the Note;
(i) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, with respect to or interest or premium, if any, on, the Notes;
(j) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, reduce except in accordance with the Note Principal Balance thereof terms of this Indenture;
(k) in any manner subordinate the Notes or the Note Rate thereonGuarantees in right of payment or in Lien priority, change except as permitted by this Indenture, the earliest date on which any Note may be redeemed at Guarantees and the option Security Documents;
(l) adversely affect the ranking of the Sponsor, change payment where, or the coin or currency Notes in which, any Note or any interest thereon is payable, or right of payment;
(m) impair the right of any Holder to receive payment of principal and interest, including Supplementary Interest, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after with respect to such Holder’s Notes; or
(n) make any change in this Article 11 that requires each Holder’s consent or in the Final Stated Maturity Date thereof waiver provisions in Section 7.01 or for Section 7.07. In addition, any amendment to, or waiver of, the enforcement provisions of this Indenture, the Notes, the Note Guarantees or any Security Document that (i) has the effect of releasing all or substantially all of the payment of Collateral from the entire remaining unpaid principal amount of any Convertible Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, Lien shall require the consent of the Holders holders of which is required for at least 90% in aggregate principal amount of the Notes then outstanding under this Indenture or (ii) releases any such supplemental indenture, or Collateral from the Convertible Note Lien shall require the consent of holders of at least 75% in aggregate principal amount of the Holders Notes then outstanding under this Indenture, except as otherwise permitted pursuant to Section 11.01(m) and Section 16.04. Upon the written request of which is required for any waiver the Company, and upon the filing with the Trustee of compliance evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with provisions the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indentureamendment, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeHolders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that the consent of Holders of Notes of a Class shall not be required if such supplemental indenture affects only the other Class of Notes and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g7) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent of the Note Insurer and with the consent of Holders of Notes representing Noteholders holding not less than a majority of the Note Principal Balance of all the Outstanding Notes of the Classes affected thereby Notes, voting together as a single Class, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee (when so directed by an Issuer Request), may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebythereby and ten (10) days’ prior notice by the Issuer to the Rating Agency:
(ai) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, reduce the interest rate or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after Note, delay the Final Stated Maturity Scheduled Payment Date (or, in of any Note or reduce the case Redemption Price of redemption, on or after the applicable Redemption Date)any Note;
(bii) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with 52 Indenture (ACMAT 2024-2) certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(diii) modify or alter the provisions of the proviso to the definition of the term "“Outstanding”;"
(eiv) reduce the percentage of the Note Balance, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the Note Balance plus accrued but unpaid interest on the Outstanding Notes;
(v) modify any provision of this Section 9.2 in any respect materially adverse to the interests of the Noteholders;
(vi) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral or, except as otherwise permitted or contemplated herein or in the Transaction Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded provided by the lien of this Indenture;
(fvii) impair the right to institute suit for the enforcement of payment as provided in Section 5.7; or
(viii) modify any of or alter the provisions of this Indenture in such manner as to affect regarding the calculation voting of Notes held by the Interest Payment Amount Issuer, the Depositor, the Servicer, the Administrator or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; ortheir Affiliates.
(gb) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. .
(c) Prior to the execution of any such supplemental indenture, the Issuer shall provide written notification of the substance of such supplemental indenture to the Rating Agency and the Owner Trustee; and promptly after the execution of any such supplemental indenture, the Issuer shall furnish a copy of such supplemental indenture to the Rating Agency, the Owner Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent, the Note Registrar and the Indenture Trustee; provided, that no supplemental indenture pursuant to this Section 9.2 shall be effective which affects the rights, protections, immunities, indemnities or duties of the Indenture Trustee, the Backup Servicer, the Calculation Agent, the Paying Agent, the Note Registrar or the Owner Trustee without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed).
(d) Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.2, the Indenture Trustee shall mail deliver to the Holders of the Notes to which such supplemental indenture relates Noteholders a notice setting forth in general terns the substance copy of such amendment or supplemental indenture. Any failure of the Indenture Trustee to mail such noticeamendment or supplemental indenture, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Americas Carmart Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Class Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeTrustee and the consent of the Swap Provider (if the Swap Agreement is still outstanding, unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the Swap Agreement is not materially affected by such supplemental indenture), the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Class Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Class Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Distribution Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes and the Swap Provider to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing not less than 51% of the Note Insurer Balance and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of Insurer (if no Insurer Default shall have occurred and be continuing), with prior notice to the Classes affected thereby Insurer and the Rating Agencies, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust at any time and the Indenture Trustee may from time to time, enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) no such -------- ------- supplemental indenture consented to by the Insurer on behalf of the Noteholders pursuant to Section 11.19 may materially adversely affect the interests of any Noteholder or Certificateholder, (ii) no such supplemental indenture shallwill be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder and (iii) no such supplemental indenture will be permitted without the consent of the Insurer if such supplemental indenture would reasonably be expected to materially adversely affect the interests of the Insurer; and, provided further, that no such supplemental indenture may, without -------- ------- the consent of the Holder of each Outstanding Note affected therebyby such supplemental indenture:
(ai) change any Payment Class Final Distribution Date or the Final Stated Maturity Date date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Note Interest Rate applicable thereto or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or ;
(ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of available funds, as provided in Article V, to the payment of any installment of interest amount due on any Note the Notes on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(biii) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences as provided in this Indenture;
(iv) modify or alter the provisions of the second proviso to the definition of the term "Outstanding";
(v) reduce the percentage of the Note Balance the consent of the Holders of which is required for any waiver to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of compliance with provisions such sale would be insufficient to pay in full the principal amount of this Indenture or Defaults hereunder and their consequences provided for in this Indentureaccrued but unpaid interest on the Notes;
(cvi) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except Indenture in such a manner as to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without affect the consent rights of the Holder Holders of each Outstanding Note affected thereby;the Notes to the benefit of any provisions for the mandatory redemption of the Notes; or
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(evii) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2023-A Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso to the definition of the term “Outstanding” or (ii) the definition of the term “Note Balance”;
(d) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such sale or liquidation would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e) reduce the percentage of the Note Balance the consent of the Holders of Notes of which is required for any of such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage of the Note Balance the consent of the Holders of Notes of which is required for such supplemental indenture or the amendment of any other 2023-A Basic Document
(f) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other 2023-A Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(dg) modify or alter any of the provisions of this Indenture in such manner as to affect the proviso calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the definition benefit of any provisions for the mandatory redemption of the term "OutstandingNotes contained herein;"
(eh) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(fi) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained hereinpayment as provided in Section 5.07; or
(gj) incur any indebtednessmodify the definitions of 2023-A Aggregate Securitization Value, other than the Notes, that would cause the Trust Securitization Value or the Trust Estate Required Reserve Amount. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i)therein contained. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent of the Note Insurer Noteholder Majority and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer, by an Issuer Order, and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; providedprovided that, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:
(ai) change any Payment Date or the Final Stated Maturity Date of any Note or the Notes or, amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the Notespriority of payment thereof as set forth herein, or reduce the Note Principal Balance principal amount thereof or the Note Rate thereon, or change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof;
(bii) reduce the required percentage of the Outstanding Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for that must be represented by voting on whether to enter into any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences;
(ciii) modify any of the provisions of this Section 9.02 8.02 or Sections Section 5.13 or 5.17(b) hereof, hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby;
(div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”; or
(ev) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or terminate (except as provided for herein) the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien of this Indenture;.
(fb) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 promptly deliver to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust each Noteholder and the Indenture Trustee Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture8.02(a) hereof.
Appears in 1 contract
Samples: Indenture (Encore Capital Group Inc)
Supplemental Indentures with Consent of Noteholders. With Subject to the consent rights of [the Note Insurer Insurer] under Article XII hereof and with the consent of the Holders of Notes representing not less than a majority two-thirds of the Note aggregate Principal Balance of all Outstanding Notes Amount of the Classes affected thereby Notes by Act of said Holders delivered to the Trust Issuer and the Indenture TrusteeTrustee [and the Insurer], the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change the Stated Maturity of the final installment of the principal of, or any Payment Date installment of interest on, any Note or reduce the principal amount thereof, the Note Interest Rate thereon or the Final Stated Maturity Date of the Notes or, Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date of the final installment of the principal thereof (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note aggregate Principal Balance Amount of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 5.14 or Sections 5.13 or 5.17(bSection 5.18(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date materially and any Class (including the calculation of any of the individual components of such amounts) or to adversely affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not the rights of the Holder of any Notes would be materially and adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter Notes authenticated and delivered hereunder[, provided, however, that unless an Insurer Default has occurred and is continuing, written consent of the Insurer shall be required unless such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and the Insurer adversely affect in any material respect the interests of the Insurer]. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. The Trustee shall mail to [the Insurer] a copy of any supplemental indenture executed pursuant to this Section, by first class mail, mailed to [the Insurer] within five Business Days after the execution of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With The Issuer and the Trustee, when authorized by an Issuer Order, may, with prior written notice to the Rating Agency and with the prior written consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may Majority enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the date of payment of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Final Stated Maturity Date Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to the payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter the provisions of the proviso to the definition of "Outstanding";
(iv) reduce the percentage of the Note Balance required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 or 5.11;
(v) modify any of the provisions provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, 9.2 except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Related Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(fvi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount amount of any payment of interest or Base Principal Payment Amount for principal due on any Note on any Payment Date and any Class (including the calculation of any of the individual components of such amountscalculation);
(vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to affect rights any part of the Holders Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Holder of Notes of the Notes to security provided by the benefits lien of any provisions for the redemption of Notes contained hereinthis Indenture; or
(gviii) incur any indebtedness, other than become effective if the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may Rating Agency Condition in its discretion determine whether or respect thereof shall have not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithbeen satisfied. It shall not be necessary for any Act of the Noteholders under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee may provide. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent Issuer and Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Note Insurer Rating Agency Condition and with the consent of the Holders of Notes representing not less more than a majority 66-2/3% of the Note Principal Balance principal balance of all the Outstanding Notes of the Classes each adversely affected thereby Series, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; providedPROVIDED, however, HOWEVER that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby:
(a) change the due date of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Final Stated Maturity Date of the Notes or, redemption price with respect to the Notes, reduce the Note Principal Balance thereof thereto or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ;
(b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in ARTICLE V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bc) reduce the percentage of the Note Principal Balance Outstanding Notes of the Outstanding Notes, any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture;
(cd) modify any reduce the percentage of the provisions Outstanding Notes of this Section 9.02 or Sections 5.13 or 5.17(b) hereofany Series, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(de) decrease the percentage of the Outstanding Notes required to amend the sections of this Indenture which specify the applicable percentage of the Outstanding Notes of any Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify or alter the provisions of this Indenture prohibiting the proviso to voting of Notes held by Issuer, any other Obligor on the definition of the term "Outstanding;"Notes, a Transferor or any affiliate thereof; or
(eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. Satisfaction of the Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this SECTION 10.2 for which the consent of all of the affected Noteholders is required. It shall not be necessary for any Act of Noteholders under this Section 9.02 SECTION 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02SECTION 10.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Master Indenture (World Financial Network Credit Card Master Trust)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the Holders of at least a majority in aggregate principal amount of the Notes (with the Series A Notes and the Series B Notes voting as a single class) at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, at the Company’s expense, may, from time to time, and at any time amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents and, subject to Section 7.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Supplementary Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Security Documents, the Notes or the Note Guarantees may be waived with the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenturethen outstanding Notes; provided, however, that no such supplemental indenture shall, without the consent of the each Holder of each Outstanding Note affected thereby:Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Payment Date Note (other than the provisions of Sections 4.12 or 4.16);
(c) reduce the Final rate of or extend the stated time for payment of interest, including Supplementary Interest, on any Note;
(d) reduce the principal of or extend the Stated Maturity Date of any Note;
(e) decrease the conversion rate of any Note or otherwise adversely affect the conversion rights associated with any Note;
(f) reduce the Change of Control Purchase Price of any Note or amend or modify in any manner adverse to the Holders of Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(g) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes (except a rescission of acceleration of the Notes orby the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(h) make any Note payable in currency other than that stated in the Note;
(i) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, with respect to or interest or premium, if any, on, the Notes;
(j) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, reduce except in accordance with the Note Principal Balance thereof terms of this Indenture;
(k) in any manner subordinate the Notes or the Note Rate thereonGuarantees in right of payment or in Lien priority, change except as permitted by this Indenture, the earliest date on which any Note may be redeemed at Guarantees and the option Security Documents;
(l) adversely affect the ranking of the Sponsor, change payment where, or the coin or currency Notes in which, any Note or any interest thereon is payable, or right of payment;
(m) impair the right of any Holder to receive payment of principal and interest, including Supplementary Interest, on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after with respect to such Holder’s Notes; or
(n) make any change in this Article 11 that requires each Holder’s consent or in the Final Stated Maturity Date thereof waiver provisions in Section 7.01 or for Section 7.07. In addition, any amendment to, or waiver of, the enforcement provisions of this Indenture, the Notes, the Note Guarantees or any Security Document that (i) has the effect of releasing all or substantially all of the payment of Collateral from the entire remaining unpaid principal amount of any Convertible Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, Liens shall require the consent of the Holders of which is required for at least 90% in aggregate principal amount of the Notes then outstanding under this Indenture or (ii) releases any such supplemental indenture, or Collateral from the Convertible Note Liens shall require the consent of holders of at least 75% in aggregate principal amount of the Holders Notes then outstanding under this Indenture, except as otherwise permitted pursuant to this Indenture. Upon the written request of which is required for any waiver the Company, and upon the filing with the Trustee of compliance evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, the Trustee shall join with provisions the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indentureamendment, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Section 9.02becomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of notice to all the Indenture Trustee to mail such noticeHolders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenturethe amendment.
Appears in 1 contract
Samples: Indenture (Horizon Lines, Inc.)
Supplemental Indentures with Consent of Noteholders. (a) With the consent of Noteholders representing at least 66-2/3% of the Adjusted Note Insurer and with the consent Balance of Holders each Class of Notes representing not less than a majority of the Note Principal Balance of all then Outstanding Notes of the Classes affected thereby and by Act of said Holders Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:,
(ai) change any the Stated Maturity or Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any the amount of principal payments or interest thereon is payable, payments due or impair the right to institute suit for the enforcement of the payment of any installment of interest become due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);75
(bii) reduce the percentage of the Outstanding Note Principal Balance of the Outstanding Notesor Adjusted Note Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences;
(ciii) modify any of the provisions of this Section 9.02 9.2 or Sections 5.13 or 5.17(b) hereof, Section 6.13 hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby;
(div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”; or
(ev) permit the creation of any lien other than ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien Lien of this Indenture;
(f) ; provided, no such supplemental indenture may modify or change any of the provisions terms whatsoever of this Indenture in such manner that could be construed as to affect increasing the calculation of Issuer’s or the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; orServicer’s discretion hereunder.
(gb) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indentureeffectiveness thereof to each Noteholder and each Rating Agency, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture9.2(a) hereof.
Appears in 1 contract
Samples: Indenture (BBX Capital Corp)
Supplemental Indentures with Consent of Noteholders. With the consent Issuer and Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Note Insurer Rating Agency Condition and with the consent of the Holders of Notes representing not less more than a majority 66-2/3% of the Note Principal Balance principal balance of all the Outstanding Notes of the Classes each adversely affected thereby Series, by Act of said such Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; providedPROVIDED, however, HOWEVER that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby:
(a) change the due date of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Final Stated Maturity Date of the Notes or, redemption price with respect to the Notes, reduce the Note Principal Balance thereof thereto or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ;
(b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in ARTICLE V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bc) reduce the percentage of the Note Principal Balance Outstanding Notes of the Outstanding Notes, any Series the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture;
(cd) modify any reduce the percentage of the provisions Outstanding Notes of this Section 9.02 or Sections 5.13 or 5.17(b) hereofany Series, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(de) decrease the percentage of the Outstanding Notes required to amend the sections of this Indenture which specify the applicable percentage of the Outstanding Notes of any Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify or alter the provisions of this Indenture prohibiting the proviso to voting of Notes held by Issuer, any other Obligor on the definition of the term "Outstanding;"Notes, a Transferor or any affiliate thereof; or
(eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. Satisfaction of the Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this SECTION 10.2 for which the consent of all of the affected Noteholders is required; provided that prior notice of any such supplemental indenture shall be given to each Rating Agency. It shall not be necessary for any Act of Noteholders under this Section 9.02 SECTION 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02SECTION 10.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Master Indenture (World Financial Network Credit Card Master Trust)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of the Note Insurer Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and with the consent of the Enhancer (in the case of the Senior Notes) and the Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Group I Notes of if any Group I Notes are the Classes only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Class A-IO Notes if the Class A-IO Notes are the only Notes Affected (iii) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (iv) all Notes, if the Group I Notes, the Group II Notes, the Class A-IO Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder";"
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee and the Enhancer shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article VIII) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust a Board Resolution and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallprovided that, without the consent of the Holder holders of each Outstanding Note affected thereby:
all Notes then outstanding, no such supplemental indenture shall (ai) change extend the fixed maturity of any Payment Date Note, or reduce the Final Stated Maturity Date rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption thereof, alter the obligation of the Company to redeem the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsorholder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, change payment whereif any, or the thereon payable in any coin or currency other than that provided in whichthe Notes, any Note or any interest thereon is payablemodify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to institute suit for convert the enforcement of Notes into Common Stock subject to the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, terms set forth herein without the consent of the Holders holder of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the holders of which is are required for to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with provisions of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Rac Financial Group Inc)
Supplemental Indentures with Consent of Noteholders. With The Trust and the consent Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Note Insurer Rating Agency Condition and with the consent of the Holders of Notes representing not less than a majority of the Note Principal Balance Outstanding Amount of all Outstanding the Notes of the Classes each adversely affected thereby Series of Notes, by Act of said such Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding outstanding Note affected thereby:
(a) change the due date of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Final Stated Maturity Date of the Notes or, redemption price with respect to the Notes, reduce the Note Principal Balance thereof thereto or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ;
(b) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bc) reduce the percentage of the Note Principal Balance which constitutes a majority of the Outstanding Notes, Amount of the Notes of any Series outstanding the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences as provided for in this Indenture;
(cd) modify any reduce the percentage of the provisions Outstanding Amount of this Section 9.02 or Sections 5.13 or 5.17(b) hereofany Notes, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected therebywhich is required to direct the Indenture Trustee to sell or liquidate the Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(de) decrease the percentage of the Outstanding Amount of the Notes required to amend the sections of this Indenture which specify the applicable percentage of the aggregate principal amount of the Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify or alter the provisions of this Indenture regarding the proviso to voting of Notes held by the definition of Trust, any other Obligor on the term "Outstanding;"Notes, a Transferor or any affiliate thereof; or
(eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Collateral for any Notes or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property such Collateral at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a written notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Master Indenture (Conseco Finance Credit Card Funding Corp)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Group I Notes of if any Group I Notes are the Classes only Notes affected thereby, (ii) the Group II Notes if any Group II Notes are the only Notes affected thereby, (iii) the Subordinate Notes if any Subordinate Notes are the only Notes affected thereby and (iv) all Notes, if the Group I Notes, the Group II Notes and the Subordinate Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal balance thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of or alter the provisions of the proviso to the definition of the term “Outstanding” or modify or alter the exception in the definition of the term “Holder”;
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(df) modify or alter any provision of this Indenture in such a manner as to affect the provisions calculation of the proviso to amount of any payment of interest or principal due on any Note on any Payment Date (including the definition calculation of any of the term "Outstanding;"individual components of such calculation); or
(eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g7) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent of the Note Insurer and with the consent of Holders of Notes Noteholders representing not less than a majority at least 66-2/3% of the Aggregate Outstanding Note Principal Balance of all Outstanding Notes of the Classes affected thereby and by Act of said Holders Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:,
(ai) change the Stated Maturity or Payment Date of any Note or the amount of principal payments or interest payments due or to become due on any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to any Note, or change the Notespriority of payment thereof as set forth herein, or reduce the Note Principal Balance principal amount thereof or the Note Rate thereon, or change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Maturity;
(bii) reduce the percentage of the Outstanding Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder Events of Default and their consequences provided for in this Indentureconsequences;
(ciii) modify any of the provisions of this Section 9.02 9.2 or Sections 5.13 or 5.17(b) hereof, Section 6.13 hereof except to increase any percentage specified therein of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby;
(div) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”; or
(ev) permit the creation of any lien other than ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded by the lien Lien of this Indenture;
(f) ; provided, no such supplemental indenture may modify or change any of the provisions terms whatsoever of this Indenture in such manner that could be construed as to affect increasing the calculation of Issuer’s or the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; orServicer’s discretion hereunder.
(gb) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 promptly deliver, at least five Business Days prior to approve the particular form of any proposed supplemental indentureeffectiveness thereof to each Noteholder, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee a copy of any supplemental indenture entered into pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture9.2(a) hereof.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article Nine) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority 66 2/3% in aggregate principal amount at maturity of the Note Principal Balance of all Outstanding Notes at the time outstanding, the Company, when authorized by the resolutions of the Classes affected thereby by Act Board of said Holders delivered to the Trust Directors, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note, or reduce the rate or extend the time of payment of interest thereon, change the rate of accrual or extend the time of payment in connection with Original Issue Discount, or reduce the principal amount at maturity thereof, or reduce any amount payable on redemption thereof or change the obligation of the Company to make redemption of any Note pursuant to Article Sixteen, or impair or affect the right of any Noteholder to institute suit for the payment thereof, or make the principal amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price or interest, if any, in respect thereof payable in any coin or currency other than that provided in the Notes, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, or impair the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.06, without the consent of the Holder holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereso affected, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder holders of each Outstanding Note affected thereby;
(d) modify or alter all Notes then outstanding. Upon the provisions request of the proviso to the definition Company, accompanied by a copy of the term "Outstanding;"
(e) permit resolutions of the creation Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any lien other than such supplemental indenture, and upon the lien filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Chiron Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Interest Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;; or
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent Noteholders of Holders of Notes representing not less than a majority 66 2/3% in Aggregate Note Balance of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trusteethereby, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, provided that no such supplemental indenture shall, without the prior written consent of the Holder Noteholders of each 100% in Aggregate Note Balance of the Outstanding Note Notes affected thereby:,
(a1) change any Payment the Final Maturity Date or the Final Stated Maturity Payment Date of the Notes orany principal, with respect to the Notesinterest or other amount on any Note, or reduce the Note Principal Balance thereof or the Note Rate thereon, change or authorize the earliest date on which any Note may be redeemed at Indenture Trustee to agree to delay the option of the Sponsor, change payment wheretiming of, or reduce the payments to be made on, the Underlying Certificates except as provided herein, or change the coin or currency in which, which the principal of any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof;
(b2) reduce the percentage of the then Aggregate Note Principal Balance of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver of compliance with provisions of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);
(c3) modify change any obligation of the provisions of this Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby9.01;
(d4) except as otherwise expressly provided in this Indenture, deprive any Noteholder of the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;
(5) modify Section 2.09 or alter the provisions of the proviso to the definition of the term "Outstanding;"Section 9.06; or
(e6) permit the creation of any lien other than release from the lien of this the Indenture with respect to (except as specifically permitted hereby on the date of execution hereof) all or any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithEstate. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except as otherwise permitted or contemplated herein) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Deficiency Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsDeficiency Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail such supplemental indenture and a notice setting forth in general terms the substance of such supplemental indenture to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenturerelates. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of the Note Insurer Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and with the consent of the Enhancer (in the case of the Group I Notes) and the Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Group I Notes of if any Group I Notes are the Classes only Notes affected thereby, (ii) the Senior Group II Notes if any Senior Group II Notes are the only Notes affected thereby, (iii) the Subordinate Group II Notes if any Subordinate Group II Notes are the only Notes affected thereby and (iv) all Notes, if the Group I Notes, the Senior Group II Notes and the Subordinate Group II Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of or alter the provisions of the proviso to the definition of the term “Outstanding” or modify or alter the exception in the definition of the term “Holder”;
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(df) modify or alter any provision of this Indenture in such a manner as to affect the provisions calculation of the proviso to amount of any payment of interest or principal due on any Note on any Payment Date (including the definition calculation of any of the term "Outstanding;"individual components of such calculation); or
(eg) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee and the Enhancer shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.1 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds, or reduce the principal amount of any series of Pledged First Mortgage Bonds (except, as provided in this Indenture, upon the Substitution Date) or Pledged Substituted Mortgage Bonds to an amount less than the principal amount of the related series of Notes or alter the payment provisions of such Pledged First Mortgage Bonds or Pledged Substituted Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained hereinso affected; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Notes of all Outstanding Notes of series at the Classes affected thereby time outstanding, considered as one class, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Union Electric Co)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of all of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust The Issuer and the Indenture Trustee, the Trust when authorized by an Issuer Order, at any time and the Indenture Trustee from time to time, may enter into an indenture one or more indentures supplemental hereto hereto, with prior written notice to the Rating Agencies, for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, this of the Indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that no such supplemental indenture shallamendment may be made without the consent of the Majority Noteholders of the Controlling Class. Notwithstanding the foregoing, the Issuer and the Indenture Trustee may not, without the consent of the Holder of each Outstanding Note Noteholder affected thereby, enter into any supplements for any of the following purposes:
(a) change any the Final Scheduled Payment Date of or the Final Stated Maturity Date due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Note Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of 2013-B Collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of Note Balance or the Note Principal Balance of the Outstanding NotesControlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter (i) the provisions of the proviso to the definition of the term "“Outstanding;"
”, (eii) permit the creation of any lien other than the lien of this Indenture with respect to any part definition of the Trust Estate term “Note Balance” or terminate (iii) the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note definition of the security afforded by the lien of this Indentureterm “Controlling Class”;
(fd) modify any reduce the percentage of the provisions of this Indenture in such manner as Outstanding Amount required to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of direct the Indenture Trustee to mail sell or liquidate the Trust Estate pursuant to Section 5.04, if the proceeds of such notice, sale or any defect therein, shall not, however, in any way impair or affect liquidation would be insufficient to pay the validity of any such supplemental indenture.Outstanding Amount plus accrued but unpaid interest on the Notes;
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 1.05) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Outstanding Notes, the Company, when authorized by a resolution of all Outstanding Notes its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the Classes affected thereby by Act specific terms of said Holders delivered such action may be determined in accordance with or pursuant to the Trust a Company Order), and the Indenture TrusteeTrustee may, the Trust from time to time and the Indenture Trustee may at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture with respect to the Notes or of modifying in any manner the rights of the Holders of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shallshall (i) extend the final maturity of any then issued Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon or Additional Amounts payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof or impair or affect the right of any Noteholder to institute suit for the payment thereof, in each case without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereso affected, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the percentage in aggregate principal amount of the Note Principal Balance of the Outstanding then issued Notes, the consent of the Holders of which is required for any such supplemental indenture, or without the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for each Note so affected. Notwithstanding anything to the contrary in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof11.02(a), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived no supplemental indenture may, without the consent of the each Holder of each Outstanding an affected Note affected thereby;
and the BMA (d) modify if required), change the stated maturity of, the principal of, or alter the provisions any premium or installment of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of interest on, or any lien other than the lien of this Indenture Additional Amounts with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify to, any of the provisions of Notes. Further, this Indenture in such manner as may not be amended to affect alter the calculation subordination of any outstanding Notes without the consent of each Holder of outstanding Senior Debt and Subordinated Indebtedness that would be adversely affected by the amendment.
(b) Upon the request of the Interest Payment Amount Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or Base Principal Payment Amount parameters for any Payment Date such action and any Class (including may provide that the calculation specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the individual components of such amounts) or to affect rights consent of the Holders of the Notes to as aforesaid and other documents, if any, required by Section 1.05, and the benefits documents required by Section 11.04, the Trustee shall join with the Company in the execution of any provisions for such supplemental indenture unless such supplemental indenture affects the redemption of Notes contained herein; or
(g) incur any indebtednessTrustee’s own rights, other than duties or immunities under this Indenture or otherwise, in which case the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. supplemental indenture.
(c) It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(d) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Article 11, the Indenture Trustee Company shall mail give notice thereof to the Holders of the Notes to which such supplemental indenture relates by mailing a notice setting forth in general terns thereof by first-class mail to such Holders at their addresses as they shall appear on the substance of such supplemental indentureRegister. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g7) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article VIII) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time outstanding, the Company, when authorized by Act of said Holders delivered to the Trust a Board Resolution and the Indenture Trustee, the Trust may from time to time and the Indenture Trustee may at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, provided that no such supplemental indenture shall, shall (i) without the consent of the Holder holders of each Outstanding Note affected thereby:
(a) change so affected, extend the fixed maturity of any Payment Date Note, or reduce the Final Stated Maturity Date rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon or reduce any amount payable on redemption or repurchase thereof, alter the obligation of the Company to repurchase the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsorholder upon the occurrence of a Change of Control or impair or affect the right of any Noteholder to institute suit for the payment thereof or make the principal thereof or interest or premium, change payment whereif any, or the thereon payable in any coin or currency other than that provided in whichthe Notes, any Note or any interest thereon is payablemodify the subordination provisions in a manner adverse to the holders of the Notes, or impair the right to institute suit for convert the enforcement of Notes into Common Stock or cash subject to the payment of any installment of interest due on any Note on terms set forth herein or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the percentage of the Note Principal Balance of the Outstanding Notes, without the consent of the Holders holders of all the Notes then 42 outstanding, reduce the aforesaid percentage of Notes, the holders of which is are required for to consent to any such supplemental indenture. Upon the request of the Company, accompanied by a copy of a Board Resolution certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Company in the execution of which is required for any waiver of compliance with provisions of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Noteholders of not less than 66 2/3% in aggregate Note Insurer Principal Balance of the Outstanding Notes and with the consent of Holders of Notes representing not less than the Certificate Insurer, unless a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeCertificate Insurer Default is then continuing, the Trust Issuer and the Indenture Trustee may enter into an indenture one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Contribution Agreement or the Property Management Agreement, for the purpose of adding any provisions tohereto or thereto, or changing in any manner or eliminating any of the provisions of, this Indenture hereof or of thereof or modifying in any manner the rights of the Holders Noteholders hereunder or thereunder; provided that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and obtain an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause any of the Notes under this Indentureto be characterized other than as indebtedness for federal income tax purposes or cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation 1.001-3 and, furnish each such Opinion of Counsel to the Indenture Trustee in connection therewith; and provided, howeverfurther, that no such supplemental indenture or amendment shall, without the consent of the Holder Noteholders of each 100% in aggregate Note Principal Balance of the Outstanding Note Notes affected thereby:,
(a1) change any the Stated Maturity or the Payment Date of any principal, interest or the Final Stated Maturity Date of the Notes orother amount on any Note, with respect to the Notes, or reduce the Note Principal Balance thereof or the Note Interest Rate thereon, change or authorize the earliest date on which any Note may be redeemed at Indenture Trustee to agree to delay the option of the Sponsor, change payment wheretiming of, or reduce the payments to be made on or in respect of, the Notes, or change the coin or currency in which, which the principal of any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof;
(b2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indenture-58- indenture or amendment, or the consent of the Holders of which whose Noteholders is required for any waiver of compliance with provisions of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 6.01(a) hereof);
(c3) modify change any obligation of the provisions of this Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby10.01;
(d4) modify or alter the provisions except as otherwise expressly provided in this Indenture, deprive any Noteholder of the proviso to benefit of a first priority security interest in the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of Collateral as provided in this Indenture;
(f5) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained hereinSection 2.10; or
(g6) incur release from the lien of the Indenture (except as specifically permitted hereby on the date of execution hereof) all or any indebtedness, other than part of the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithCollateral. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
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Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any either Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "“taxable mortgage pool" ” within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
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Supplemental Indentures with Consent of Noteholders. With The Issuer and the Trustee, when authorized by an Issuer Order, may, with prior written notice to the Rating Agency and with the prior written consent of the Note Insurer if no Insurer Default has occurred and with the consent of Holders of Notes representing not less than a majority of is continuing and the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeMajority, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that if an Insurer Default has occurred and is continuing, written consent of the Note Insurer shall be required prior to the execution of such supplemental indenture or indentures unless such action shall not, as evidenced by an Opinion of Counsel delivered to the Note Insurer and the Trustee, adversely affect in any material respect the interests of the Note Insurer; and provided, further, that, subject to the express rights of the Note Insurer under the Related Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the date of payment of any Payment Date installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Final Stated Maturity Date Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the Notes orsale of, with respect the Trust Estate to the payment of principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option place of the Sponsor, change payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note on or after the Final Stated Maturity Date respective due dates thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the percentage of the Note Principal Balance of the Outstanding NotesBalance, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter the provisions of the proviso to the definition of "Outstanding";
(iv) reduce the percentage of the Note Balance required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4 or 5.11;
(v) modify any of the provisions provision of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, 9.2 except to increase any percentage specified therein herein or to provide that certain other additional provisions of this Indenture or the other Related Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(fvi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount amount of any payment of interest or Base Principal Payment Amount for principal due on any Note on any Payment Date and any Class (including the calculation of any of the individual components of such amountscalculation);
(vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to affect rights any part of the Holders Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive any Holder of Notes of the Notes to security provided by the benefits lien of any provisions for the redemption of Notes contained hereinthis Indenture; or
(gviii) incur any indebtedness, other than become effective if the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may Rating Agency Condition in its discretion determine whether or respect thereof shall have not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithbeen satisfied. It shall not be necessary for any Act of the Noteholders under this Section 9.02 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Indenture or in any other Related Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as the Trustee may provide. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.029.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terns the substance copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
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Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the both Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a1) change any Payment Date or the Final Stated Maturity Date of the Notes oror reduce the principal amount thereof, the Note Interest Rate thereon or the Redemption Price with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereonthereto, change the earliest date on which any Note may be redeemed at the option of the SponsorIssuer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify any of the provisions of this Section, Section 9.02 or Sections 5.13 or Section 5.17(b) hereof), except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d4) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e5) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate (except for Permitted Encumbrances) or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Required Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amountsRequired Payment Amount) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g7) incur any indebtedness, other than the Notes, that would cause the Trust Issuer or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust Issuing Entity and the Indenture Trustee, the Trust Issuing Entity and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "“Outstanding;"”
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any either Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of then outstanding that would be affected by the Classes affected thereby particular supplemental indenture, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note; or reduce the rate of interest on any Note; or change the method of calculating interest, or any term used in the calculation of interest, or the period for which interest is payable, on any Floating Rate Note; or reduce the principal amount of any Note or any premium thereon; reduce the amount of the principal of an Original Issue Discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof, or adversely affect the right of repayment or renewal, if any, at the option of the Holder; or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable; or change the date on which any Note may be redeemed; or adversely affect the rights of any Noteholder to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note; in each case without the consent of the Holder of each Outstanding Note then outstanding that would be affected thereby:thereby (for purposes of this Section 13.02 (a)(1) only, the term "Note" shall include Notes for which an offer to purchase has been accepted by the Company); or
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is are required for to consent to any such supplemental indenture, or the percentage in principal amount of the Notes at the time outstanding the consent of the Holders of which is required for any waiver of compliance with provisions certain past defaults or Events of this Indenture Default hereunder or Defaults hereunder and their the consequences provided for thereof, in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived each case without the consent of the Holder Holders of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders all of the Notes to then outstanding.
(b) Upon the benefits request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any provisions for such supplemental indenture, and upon the redemption filing with the Trustee of Notes contained herein; or
(g) incur any indebtednessevidence of the consent of Noteholders as aforesaid, other than the NotesTrustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, that would cause duties or immunities under this Indenture or otherwise, in which case the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. supplemental indenture.
(c) It shall not be necessary for any Act the consent of Noteholders the Holders of Notes under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(d) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee Company shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With --------------------------------------------------- prior notice to each applicable Note Rating Agency and the consent of the Note Insurer and with the consent of Majority Holders of Notes representing not less than a majority each series, class or tranche affected by such amendment of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby this Indenture or supplemental indenture or indentures, by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer and the Indenture Trustee may enter into an amendment of this Indenture or indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such series, class or tranche under this Indenture; provided, however, that no such -------- ------- amendment or supplemental indenture shallwill, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or the Final Stated Legal Maturity Date of the Notes or, with respect to the Notes, any Note;
(b) reduce the Note Stated Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereAmount of, or the coin or currency in which, interest rate on any Note or any interest thereon is payableNote, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount, or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;
(d) impair the right to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note;
(be) reduce the percentage of the Note in Outstanding Dollar Principal Balance Amount of the Outstanding NotesNotes of any series, class or tranche, the consent of the whose Holders of which is required for any such supplemental indenture, or the consent of the whose Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereofSection 718, except to ----------- increase any such percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(eg) permit the creation of any lien or other than encumbrance on the Collateral that secures any tranche of Notes that is prior to the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights favor of the Holders of the Notes to of such tranche;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the benefits applicable terms document;
(i) change the method of computing the amount of principal of, or interest on, any provisions for the redemption of Notes contained hereinNote on any date; or
(gj) incur make any indebtednessother amendment not permitted by Section 1001. ------------ An amendment of this Indenture or a supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series, other than the class or tranche of Notes, that would cause or which modifies the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning rights of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of such series, whether theretofore class or thereafter authenticated tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series, class or tranche. No amendment or supplemental indenture under this Section may be entered into except upon delivery of a Master Trust Tax Opinion and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithan Issuer Tax Opinion and with prior notice to each applicable Note Rating Agency. It shall will not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall will be sufficient if such Act shall will approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer Purchaser and with the consent of Holders of Secured Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Secured Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Secured Notes or, with respect to the Secured Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Secured Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Secured Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Secured Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Secured Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Secured Notes to the benefits of any provisions for the mandatory redemption of Secured Notes contained herein; or
(g) incur any indebtedness, other than the Secured Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Secured Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Secured Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Secured Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (American Business Financial Services Inc /De/)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority Majority in Outstanding Amount of the Note Principal Balance of all Outstanding Notes of the Classes each Class adversely affected thereby thereby, by Act of said Holders delivered to the Trust Trustee and the Indenture TrusteeIssuers, the Trust Trustee and Issuers may, subject to Section 4.2 of the Intercreditor Agreement and the Indenture Trustee may requirements of this Section 8.2, enter into an indenture one or more indentures supplemental hereto for the purpose of adding to add any provisions to, or changing change in any manner or eliminating eliminate any of the provisions of, this Indenture or of modifying modify in any manner the rights of the Holders of the Notes of such Class under this Indenture; providedprovided that notwithstanding anything in this Indenture to the contrary, however, that no such supplemental indenture Supplemental Indenture shall, without the consent of the each Holder of each Outstanding Note affected thereby:
(a) change any Payment Date the Stated Maturity of the principal of or the Final Stated Maturity Date due date of the Notes or, with respect to the Notesany installment of interest on or principal of any Note, reduce the Note Principal Balance principal amount thereof or the Note Interest Rate thereon, or the Redemption Price with respect thereto, or change the earliest date on which any Note may be redeemed at the option of the Sponsorredeemed, or change payment any place where, or the coin or currency in which, any Note or any the principal thereof or interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance Outstanding Amount of the Outstanding Notes, the consent of the Holders of which Notes of each Class whose consent is required for the authorization of any such supplemental indenture, Supplemental Indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults hereunder and certain Events of Default or their consequences provided for in this IndentureIndenture or the other Financing Documents;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereofSection, except to increase any such percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term terms "Outstanding", "Priority of Payments" or "Priority of Acceleration Payments";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of then outstanding that would be affected by the Classes affected thereby particular supplemental indenture, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes under this IndentureNoteholders; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note; or reduce the rate of interest on any Note; or change the method of calculating interest, or any term used in the calculation of interest, or the period for which interest is payable, on any Floating Rate Note; or reduce the principal amount of any Note or any premium thereon; reduce the amount of the principal of an Original Issue Discount Note that would be due and payable upon a 91 declaration of acceleration of the Maturity thereof, or adversely affect the right of repayment or renewal, if any, at the option of the Holder; or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable; or change the date on which any Note may be redeemed; or adversely affect the rights of any Noteholder to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note; in each case without the consent of the Holder of each Outstanding Note then outstanding that would be affected thereby:thereby (for purposes of this Section 13.02 (a)(1) only, the term "Note" shall include Notes for which an offer to purchase has been accepted by the Company); or
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b2) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is are required for to consent to any such supplemental indenture, or the percentage in aggregate principal amount of the Notes then outstanding the consent of the Holders of which is required for any waiver of compliance with provisions certain past defaults or Events of this Indenture Default hereunder or Defaults hereunder and their the consequences provided for thereof, in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived each case without the consent of the Holder Holders of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders all of the Notes to then outstanding.
(b) Upon the benefits request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any provisions for such supplemental indenture, and upon the redemption filing with the Trustee of Notes contained herein; or
(g) incur any indebtednessevidence of the consent of Noteholders as aforesaid, other than the NotesTrustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, that would cause duties or immunities under this Indenture or otherwise, in which case the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. supplemental indenture.
(c) It shall not be necessary for any Act the consent of Noteholders the Holders of Notes under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(d) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee Company shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee Company to mail give such notice, or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. With prior notice to each applicable Note Rating Agency and the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority 66-2/3% in Outstanding Dollar Principal Amount of the Note Principal Balance each Class or Tranche affected by such amendment of all Outstanding Notes of the Classes affected thereby this Indenture or any Indenture Supplement by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust Issuer, the Note Registrar and the Indenture Trustee Trustee, upon delivery of an Issuer Tax Opinion, may enter into an indenture amendment of this Indenture or indentures supplemental hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such supplemental indenture shallamendment or Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Principal Payment Date or the Final Stated Legal Maturity Date of the Notes or, with respect to the Notes, any Note;
(b) reduce the Note Stated Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment whereAmount of, or the coin or currency in which, interest rate on any Note or any interest thereon is payableNote, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Redemption Event or other optional or mandatory redemption or upon the acceleration of its maturity;
(d) impair the right to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Note;
(be) reduce the percentage of the Note in Outstanding Dollar Principal Balance Amount of the Outstanding NotesNotes of any Series, Class or Tranche, the consent of the whose Holders of which is required for any such supplemental indentureIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with the provisions of this Indenture or Defaults of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify any of the provisions of this Section 9.02 10.02 or Sections 5.13 or 5.17(b) hereofSection 7.18, except to increase any percentage specified therein of Holders of Notes required to consent to any such amendment or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(eg) permit the creation of any lien or other than encumbrance on the Collateral that secures any Tranche of Notes that is prior to the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights favor of the Holders of the Notes to of such Tranche;
(h) change any place of payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the benefits applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any provisions for the redemption of Notes contained hereinNote on any date; or
(gj) incur make any indebtednessother amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, other than the Class or Tranche of Notes, that would cause or which modifies the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning rights of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all NotesNotes of such Series, whether theretofore Class or thereafter authenticated and delivered hereunder. The Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture Trustee shall not be liable for of the Holders of Notes of any such determination made in good faithother Series, Class or Tranche. It shall will not be necessary for any Act of Noteholders under this Section 9.02 10.02 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such Act shall will approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (WF Card Funding LLC)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of both of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Class A Interest Payment Amount or Base Class A Principal Payment Amount for any Payment Date and any either Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Notes of all Outstanding Notes of series at the Classes affected thereby time outstanding, considered as one class, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, provided that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the interest hereunder of the Trustee in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of any series of Senior Note First Mortgage Bonds to an amount less than the principal amount of the Related Series of Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 15.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any 57 defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Union Electric Co)
Supplemental Indentures with Consent of Noteholders. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance Notes of all Outstanding Notes of series at the Classes affected thereby time outstanding, considered as one class, the Company, when authorized by Act of said Holders delivered to the Trust Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying or waiving in any manner the rights of the Holders of the Notes under this IndentureNoteholders; provided, however, that if there shall be Notes of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be required; provided further that no such supplemental indenture shall:
(1) change the Stated Maturity of any Note, or reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, in each case without the consent of the Holder of each Outstanding Note affected thereby:so affected; or
(a2) change any Payment Date modify this Section 13.02(a) or reduce the Final Stated Maturity Date aforesaid percentage of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof Holders of which are required to consent to any such supplemental indenture or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of which is required for all of the Notes affected thereby then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing 49 with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.
(c) A supplemental indenture which changes, waives or eliminates any covenant or other provision of this Indenture (or any supplemental indenture) which has expressly been included solely for the benefit of one or more series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series.
(d) It shall not be necessary for the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. .
(e) Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.0213.02, the Indenture Trustee shall mail to give notice in the Holders of the Notes to which such supplemental indenture relates a notice manner provided in Section 16.10 hereof, setting forth in general terns terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Indenture Trustee to mail give such notice, notice or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Ameren Corp)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Section 7.01) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of each series affected by such supplemental indenture at the Classes affected thereby time Outstanding, the Corporation, when authorized by Act of said Holders delivered to the Trust a Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an any indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indentureof such series; provided, however, that no such supplemental indenture shall, without the consent of the Holder holders of each Note then Outstanding Note and affected thereby:
thereby (a) change any Payment Date or the Final Stated Maturity Date of any Note or provide for the Notes or, with respect redemption of any Note prior to the NotesMaturity Date, or reduce the Note Principal Balance rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or make the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note principal thereof or any interest thereon is payablepayable in any coin or currency other than U.S. dollars, or impair or affect the right of any Noteholder to institute suit for the enforcement of the payment of any installment of interest due on any Note on thereof, or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture. Upon the request of the Corporation accompanied by a copy of a resolution of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any supplemental indenture effecting such amendment, or and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Holders Trustee shall join with the Corporation in the execution of which is required for any waiver of compliance with provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or Defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify any of which case the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notesdiscretion, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to, enter into such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Corporation and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Section, the Indenture Trustee shall mail to transmit by mail, first class postage prepaid, a notice, prepared by the Holders of the Notes to which such supplemental indenture relates a notice Corporation, setting forth in general terns terms the substance of such supplemental indenture, to the Noteholders of the affected series as their names and addresses appear upon the Note Register. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Notes, or which modifies the rights of the holders of Notes of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of Notes of any other series. It shall not be necessary for the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Flushing Financial Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing Noteholders holding not less than a majority of the Outstanding Note Principal Balance of all Outstanding Notes of Amount, the Classes affected thereby by Act of said Holders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee when directed by an Issuer Request, may enter into an indenture one or more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or for the purpose of modifying in any manner the rights of the Holders of the Notes Noteholders under this Indenture; provided, however, that no such supplemental indenture entered into under Section 9.1 or this Section shall, without the consent of the Holder Noteholder of each Outstanding Note affected therebythereby and prior notice to the Rating Agencies:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof interest rate or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on Note, or after delay the Final Stated Maturity Scheduled Payment Date (or, in of any Note without the case consent of redemption, on or after the applicable Redemption Date)Holder of such Note;
(b) reduce the percentage of the Outstanding Note Principal Balance of the Outstanding NotesAmount, the consent of the Holders Noteholders of which is required for any such supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with provisions of this Indenture or Indenture Defaults hereunder and their the consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(d) reduce the percentage of the Outstanding Note Amount required to direct the Indenture Trustee to direct the Issuer to sell the Trust Estate pursuant to Section 5.4, if the proceeds of such sale would be insufficient to pay the Outstanding Note Amount plus accrued but unpaid interest on the Notes;
(e) permit the creation of any lien other than ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note Noteholder of the security afforded provided by the lien of this Indenture;; or
(f) modify any of impair the provisions of this Indenture in such manner as right to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions institute suit for the redemption enforcement of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated payment as a "taxable mortgage pool" within the meaning of Code provided in Section 7701(i)5.7. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which Any such supplemental indenture relates a notice setting forth in general terns the substance shall be executed only upon delivery of such supplemental indenture. Any failure an Opinion of Counsel delivered to the Indenture Trustee to mail the effect that such notice, or any defect therein, action shall not, however, in any way impair or not (A) affect the validity treatment of any such supplemental indenturethe Notes as debt for federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuer, the Transferor or the Origination Trust to be classified as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes.
Appears in 1 contract
Samples: Indenture (Volkswagen Public Auto Loan Securitization LLC)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of both of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any either Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Section 8.1) of the Note Insurer and with the consent holders of Holders of Notes representing not less than a majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby time Outstanding, the Company, when authorized by Act of said Holders delivered to the Trust a Board Resolution, and the Indenture Trustee, the Trust and the Indenture Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shallshall (i) extend the fixed maturity of any Note or the date of any mandatory sinking fund redemption of any Note, reduce the principal amount thereof or the principal payable upon any mandatory sinking fund redemption thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the Holder holder of each Note then Outstanding Note and affected thereby:
thereby or (a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(bii) reduce the aforesaid percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders holders of which is are required for to consent to any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any provision of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b6.1(c) hereof, (except to increase the percentage of the principal amount of Notes required to rescind and annul any percentage specified therein or to provide that certain other provisions declaration of this Indenture cannot be modified or waived amounts due and payable under the Notes), without the consent of the Holder holder of each Note then Outstanding Note and affected thereby;
(d) modify or alter . Upon the provisions request of the proviso to Company, accompanied by a Board Resolution authorizing the definition execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the term "Outstanding;"
(e) permit consent of Noteholders required to consent thereto as aforesaid, the creation Trustee shall join with the Company in the execution of any lien other than such supplemental indenture unless such supplemental indenture affects the lien of Trustee’s own rights, duties or immunities under this Indenture with respect to any part of or otherwise, in which case the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee but shall not be liable for any obligated to enter into such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates transmit by mail, first-class postage prepaid, a notice notice, setting forth in general terns terms the substance of such supplemental indenture, to the Noteholders as their names and addresses appear upon the Note Register. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Southwestern Energy Co)
Supplemental Indentures with Consent of Noteholders. With the consent (evidenced as provided in Article 6) of the Note Insurer and with the consent of Holders of Notes representing not less than a majority Majority in aggregate principal amount of the Note Principal Balance of all Outstanding Notes of at the Classes affected thereby by Act of said Holders delivered to time Outstand ing, the Trust Issuer, the Guarantor and the Indenture TrusteeTrustee may, the Trust from time to time and the Indenture Trustee may at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture with respect to the Notes or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes under this IndentureNotes; provided, however, provided that no such supplemental indenture shallmodification or amendment may, without the consent of the Holder of each Outstanding Note affected thereby:,
(ai) change the Stated Maturity of the Notes;
(ii) reduce the principal amount of or payments of interest on any Notes;
(iii) change any Payment Date obligation of the Issuer or the Final Stated Maturity Date of the Notes or, Guarantor to pay Additional Amounts with respect to Notes;
(iv) change the currency or place of payment of the principal of or interest on the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the Sponsor, change payment where, or the coin or currency in which, any Note or any interest thereon is payable, or ;
(v) impair the right to institute suit for the enforcement of the any payment of any installment of interest due on any Note on or after with respect to the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)Notes;
(bvi) reduce the above stated percentage of outstanding Notes necessary to modify or amend this Indenture;
(vii) reduce the percentage of the Note Principal Balance aggregate principal amount of the Outstanding Notes, the consent of the Holders of which is required outstanding Notes necessary for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenturewaiver of certain Defaults;
(cviii) change, in any manner adverse to the interest of holders of the Notes, the terms and provisions of the Guarantee in respect of the due and punctual payment of principal of and interest on the Notes; or
(ix) modify any of the provisions of this Section 9.02 7.02, Section 4.11 or Sections 5.13 or 5.17(b) hereofSection 3.11, except to increase any such percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify . It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or alter waiver, but is sufficient if their consent approves the provisions substance thereof. Upon the request of the proviso to Issuer and the definition Guarantor, accompanied by a copy of the term "Outstanding;"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders filing with the Trustee of all Notesevidence of the consent of Noteholders and other documents, whether theretofore or thereafter authenticated if any, required by Sections 6.01 and delivered hereunder. The Indenture 7.04, the Trustee shall not be liable for any join with the Issuer and the Guarantor in the execution of such determination made in good faithsupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust Issuer, the Guarantor and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02Section, the Indenture Trustee Issuer at its expense shall mail a notice thereof by first-class mail to the Holders of Noteholders at their address as they shall appear on the Notes to which such supplemental indenture relates a notice Register, setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Issuer to mail publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (PCCW LTD)
Supplemental Indentures with Consent of Noteholders. With The Issuer and the consent of the Note Insurer Indenture Trustee, when authorized by an Issuer Request, may, with prior written notice to each Rating Agency and with the consent of the Enhancer (in the case of the Group I Notes) and the Holders of Notes representing not less than a majority of the aggregate Note Principal Balance of all Outstanding (i) the Group I Notes of if any Group I Notes are the Classes only Notes affected thereby, (ii) the Senior Group II Notes if any Senior Group II Notes are the only Notes affected thereby, (iii) the Subordinate Group II Notes if any Subordinate Group II Notes are the only Notes affected thereby and (iv) all Notes, if the Group I Notes, the Senior Group II Notes and the Subordinate Group II Notes, are all affected thereby, by Act of said Holders such Noteholders delivered to the Trust Issuer and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions provision to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this Indenture; provided, however, that no such supplemental indenture shallmay, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any Payment Date installment of principal of or the Final Stated Maturity Date of the Notes or, with respect to the Notesinterest on any Note, reduce the Note Principal Balance principal amount thereof or the Note Rate interest rate thereon, change the earliest date provisions of this Indenture relating to the application of collections on which any Note may be redeemed at or the option proceeds of the Sponsorsale of the Trust Estate to payment of principal of or interest on the Notes, change any place of payment where, or the coin or currency in which, any Note or any the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any installment of interest such amount due on any Note the Notes on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)respective due dates thereof;
(b) reduce the percentage of the Note Principal Balance Balances or Percentage Interest of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or Defaults certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding" or modify or alter the exception in the definition of the term "Holder";"
(d) reduce the percentage of the aggregate Note Balance or the Percentage Interest with respect to which the consent of the Holders of Notes representing such Note Balance is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(f) modify any provision of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation); or
(g) permit the creation of any lien other than Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded provided by the lien Lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture indenture, and any such determination shall be conclusive upon the Holders of all NotesNoteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any Notwithstanding the foregoing, any failure of the Indenture Trustee to mail such notice, notice or any defect therein, therein shall not, however, not in any way impair or affect the validity of any such supplemental indenture. No supplemental indentures may be entered into under this Section 9.02 unless the Indenture Trustee and the Enhancer shall have received an Opinion of Counsel to the effect that such supplemental indenture will not (i) cause the Issuer, or any portion thereof, to be characterized as an association (or a publicly traded partnership) taxable as a corporation, a corporation or a taxable mortgage pool for federal income tax purposes or (ii) have any material adverse tax consequence to the Noteholders.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer Initial Purchaser and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Class A Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (American Business Financial Services Inc /De/)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent Noteholders of Holders of Notes representing not less than a majority of the 66 2/3% in aggregate Note Principal Balance of all the Outstanding Notes of the Classes materially affected thereby by Act of said Holders delivered to the Trust and the Indenture TrusteeOakwood Servicing (for so long as it holds any LLC Interests), the Trust Issuer and the Indenture Trustee may enter into an indenture one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes or the Receivables Purchase Agreement, for the purpose of adding any provisions tohereto or thereto, or changing in any manner or eliminating any of the provisions of, this Indenture hereof or of thereof or modifying in any manner the rights of the Holders Noteholders hereunder or thereunder; provided that no such supplemental indenture or amendment shall be effective unless the Issuer obtains a Tax Opinion and obtains an Opinion of Counsel to the effect that such supplemental indenture or amendment would not cause the Notes under this Indentureto be characterized other than as indebtedness for federal income tax purposes or cause the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulation Section. 1.1001-3 and, furnishes each such Opinion of Counsel to the Indenture Trustee in connection therewith; and provided, howeverfurther, that no such supplemental indenture or amendment shall, without the consent of the Holder Noteholders of each 100% in aggregate Note Principal Balance of the Outstanding Note Notes affected thereby:,
(a1) change any Payment the Maturity Date or the Final Stated Maturity Payment Date of the Notes orany principal, with respect to the Notesinterest or other amount on any Note, or reduce the Note Principal Balance thereof or the Note Floating Rate thereon, change or authorize the earliest date on which any Note may be redeemed at Indenture Trustee to agree to delay the option of the Sponsor, change payment wheretiming of, or reduce the payments to be made on or in respect of, the Receivables except as provided herein or in the Receivables Purchase Agreement, or change the coin or currency in which, which the principal of any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the any such payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date)thereof;
(b2) reduce the percentage of the then aggregate Note Principal Balance of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such supplemental indentureindenture or amendment, or the consent of the Holders of which whose Noteholders is required for any waiver of compliance with provisions of this Indenture or Defaults defaults hereunder and their consequences provided for in this Indenture, or for any other reason under this Indenture (including for actions taken by the Indenture Trustee pursuant to Section 5.01(a) hereof);
(c3) modify change any obligation of the provisions of this Issuer to maintain an office or agency in the places and for the purposes specified in Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby9.01;
(d4) except as otherwise expressly provided in this Indenture, deprive any Noteholder of the benefit of a first priority security interest in the Trust Estate as provided in this Indenture;
(5) modify or alter the provisions of the proviso to the definition of the term "Outstanding;"Section 2.10; or
(e6) permit the creation of any lien other than release from the lien of this the Indenture with respect to (except as specifically permitted hereby on the date of execution hereof) all or any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Amount or Base Principal Payment Amount for any Payment Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faithEstate. It shall not be necessary for any Act the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Oakwood Homes Corp)
Supplemental Indentures with Consent of Noteholders. With the consent of the Note Insurer and with the consent of Holders of Notes representing not less than a majority of the Note Principal Balance of all Outstanding Notes of the Classes affected thereby by Act of said Holders delivered to the Trust and the Indenture Trustee, the Trust and the Indenture Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change any Payment Distribution Date or the Final Stated Maturity Date of the Notes or, with respect to the Notes, reduce the Note Principal Balance thereof or the Note Rate thereon, change the earliest date on which any Note may be redeemed at the option of the SponsorServicer, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the payment of any installment of interest due on any Note on or after the Final Stated Maturity Date thereof or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Final Stated Maturity Date (or, in the case of redemption, on or after the applicable Redemption Date);
(b) reduce the percentage of the Note Principal Balance of the Outstanding Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with provisions of this Indenture or Defaults hereunder and their consequences provided for in this Indenture;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 or 5.17(b) hereof, except to increase any percentage specified therein or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(d) modify or alter the provisions of the proviso to the definition of the term "Outstanding";"
(e) permit the creation of any lien other than the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture;
(f) modify any of the provisions of this Indenture in such manner as to affect the calculation of the Interest Payment Distribution Amount or Base Principal Payment Distribution Amount for any Payment Distribution Date and any Class (including the calculation of any of the individual components of such amounts) or to affect rights of the Holders of the Notes to the benefits of any provisions for the mandatory redemption of Notes contained herein; or
(g) incur any indebtedness, other than the Notes, that would cause the Trust or the Trust Estate to be treated as a "taxable mortgage pool" within the meaning of Code Section 7701(i). The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders of the Notes to which such supplemental indenture relates a notice setting forth in general terns terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Bear Stearns Asset Backed Securities Inc)
