Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture) (b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class; (d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or (g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Hyundai Auto Receivables Trust 2020-B), Indenture (Hyundai Auto Receivables Trust 2020-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Security Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 that, subject to the express rights of the Security Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gviii) permit the creation of any lien 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 hereinherein 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 provided by the lien of this Indenture. The Trustee may 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 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (TMS Auto Holdings Inc), Indenture (TMS Auto Holdings Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by Origen REIT or a direct or indirect qualified REIT subsidiary of Origen REIT) to be subject to an entity level tax. Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture). 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such 50 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 (Citigroup Mortgageln Tr Origen Manu Hous Cont Tr NTS Ser 200), Indenture (Citigroup Mortgageln Tr Origen Manu Hous Cont Tr NTS Ser 200)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Section 6.01) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding affected by such supplemental indenture or indentures, the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto to this Indenture 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 IndentureNotes; provided, however, that without the consent of the holder of each Note affected thereby no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
: (a) change the date Stated Maturity of payment the principal of or any installment of principal of or interest on any Note, or reduce the principal amount thereof, the of any Note or rate of interest rate thereon on any Note 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 sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment whereamount payable upon repurchase thereof, or the coin or currency in which, which any Note or the any interest thereon on any Note 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 such amount due on the Notes payment on or after its Stated Maturity; (b) change the respective due dates thereof place of payment of principal of any Note; (or, in c) impair the case right to institute suit for the enforcement of redemption, any payment on or after the Redemption Date)with respect to any Note; 52 (2020-B Indenture)
(bd) reduce the percentage in principal amount of the Outstanding Amount of the outstanding Notes or the Controlling Class, the consent of the Holders of which whose holders is required for any such supplemental indenture, indenture or the consent of the Holders of which whose holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder under this Indenture and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
; (e) modify the provisions of Section 4.01 providing for the rescinding and annulment of a declaration accelerating the maturity of the Notes, or any provision of the provisions of this Section 8.02 or Section 4.07(b), except to increase any such percentage specified herein or to provide that certain additional other 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;
waived; or (f) modify any of the provisions of Article Twelve. Upon the request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or 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 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 8.02 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Synovus Financial Corp), Indenture (Synovus Financial Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized requested by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of the Notesvoting together as a single class, by Act Action of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture one or more amendments 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 Noteholders under this Indenture; provided, however, subject to prior notice to the Rating Agencies and provided that no such supplemental indenture entered into in accordance with this Section 9.02 shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:
(a1) change the Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b2) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassAmount, the consent of the Holders Noteholders of which is required for any such amendment or supplemental indenture, indenture or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their consequences provided for in this Indenture;; 47 (NAROT 2023-B Indenture)
(c3) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;”
(d4) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.045.04(d)(4), if the proceeds of such sale would be insufficient to pay the Outstanding Amount plus accrued but unpaid interest on the Notes;
(e5) modify any provision of this Section except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture or amend the Basic Documents cannot be modified or waived without the consent sections of the Holder Indenture that specify the applicable percentage of each Outstanding Note affected therebyAmount of the Notes necessary to amend the Indenture;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g6) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Owner 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 provided by the lien of this Indenture; or
(7) impair the right to institute suit for the enforcement of payment as provided in Section 5.07. The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon all Noteholders, 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 Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act Action shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes Noteholders and Certificateholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such amendment or 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 amendment or supplemental indenture.
Appears in 2 contracts
Samples: Indenture (NISSAN AUTO RECEIVABLES Co II LLC), Indenture (NISSAN AUTO RECEIVABLES Co II LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Holders of not less than a majority of Required Noteholders and, if the Outstanding Amount of Servicer’s or the Controlling Class of Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the NotesServicer or the Back-Up Servicer, by Act of such Holders delivered to the Issuer and the Indenture Trusteeas applicable, enter into an one or more indenture supplements or indentures supplemental amendments 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 of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby(and in the case of clause (iii) below, the consent of each Secured Party):
(ai) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) 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 V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling ClassNotes, the consent of the Holders of which is required for any such supplemental indentureindenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(cv) modify or alter (i) the provisions of this Indenture regarding the proviso as to voting of Notes held by the definition Issuer, the Seller or an Affiliate of the term “Outstanding” or (ii) the definition of Controlling Classforegoing;
(dvi) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(evii) modify any provision of this Section 13.2, 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 Outstanding outstanding Note affected thereby;
(fviii) modify any of the provisions of this Indenture in such manner as to affect in any material respect 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) ), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinin this Indenture; or
(gix) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Indenture, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any Act consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a notice setting forth in general terms Series Supplement, to the substance Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indentureindenture or amendment. 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 indentureindenture or amendment.
Appears in 2 contracts
Samples: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, also may, with upon ten (10) Business Days’ prior written notice to the each Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and Agency, as applicable, with the consent of the Holders of not less than a majority of the Outstanding Amount principal amount of the Controlling Class Notes of the Noteseach adversely affected Series or Class, as applicable, of Notes Outstanding, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Note adversely affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion 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 the any interest thereon is payable, 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount principal amount of the Notes of any Series or the Controlling Classall Series of Notes 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 any provision of this Indenture or certain defaults any default hereunder and their its consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount principal amount of any Notes, the consent of the Notes or the Controlling Class Holders of Notes, as applicable, which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the Outstanding Notes of such Series;
(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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fd) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein;
(e) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Issuer, any other obligor on the Notes, the Transferor or any Affiliate thereof; or
(gf) permit the creation of any lien Lien 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 part of the Trust Estate at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. 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 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 Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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: Master Indenture, Master Indenture (Atlanticus Holdings Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with With prior notice to the each applicable Note Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency and with the consent of the Holders of not less than a majority of the 66‑2/3% in Outstanding Dollar Principal Amount of the Controlling Class each class or tranche affected by such amendment of the Notes, this Indenture or any Indenture Supplement by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture 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, 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 any installment of principal of or interest on any Note, or change an Expected Principal Payment Date or Legal Maturity Date of any Note;
(b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on the Notesany Note, or change any place the method of payment wherecomputing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the coin 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 currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its maturity;
(d) 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 any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)Note;
(be) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the Notes any series, class or the Controlling Classtranche, 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 certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 1002 or Section 718, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other 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;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking or other encumbrance on the Collateral that secures any tranche of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes 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 applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 1001. 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, class or tranche of Notes, or which modifies the rights of the Holders of Notes of such series, class or tranche with respect to any part such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Holders of this Indenture on any property at any time subject hereto or deprive the Holder Notes of any Note of the security provided by the lien of this Indentureother series, class or tranche. It shall will not be necessary for any Act of Noteholders under this Section 1002 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (BA Master Credit Card Trust II), Indenture (BA Master Credit Card Trust II)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 9) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder holders of each Outstanding Note affected therebyall Notes then outstanding:
(a) change extend the date fixed maturity of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage rate or extend the time of the Outstanding Amount payment of the Notes or the Controlling Classinterest on any Note, 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 certain defaults hereunder and their consequences provided for in this Indenture;or
(c) modify reduce the principal amount thereof or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;premium, if any, on any Note, or
(d) reduce the percentage any amount payable on redemption or repurchase of the Outstanding Amount of the Notes or the Controlling Class of Notesany Note, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;or
(e) modify impair, or change in any provision respect adverse to the holder of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or Notes, the Basic Documents cannot be modified or waived without the consent obligation of the Holder Company to repurchase any Note at the option of each Outstanding Note affected thereby;the holder upon the happening of a Repurchase Event, or
(f) modify any of the provisions of this Indenture in such manner as to impair or adversely affect the calculation of the amount right of any Noteholder to institute suit for the 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; his Note, or
(g) permit change the creation of place where, or currency in which, the Notes are payable, or
(h) impair or change in any lien ranking prior respect adverse to or on a parity with the lien Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or
(i) modify the provisions 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders subordination of the Notes in a manner adverse to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure Noteholders, without the consent of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect holder of each Note so affected,
(j) reduce the validity requirements of any such supplemental indenture.Section
Appears in 2 contracts
Samples: Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (WFS Financial 1997-B Owner Trust), Indenture (WFS Financial 1997-C Owner Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 9) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Section 9.4), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder holders of each Outstanding Note affected therebyall Notes then outstanding:
(a) change extend the date fixed maturity of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage rate or extend the time of payment of interest on any Note, or
(c) reduce the principal amount thereof or premium, if any, on any Note, or
(d) reduce any amount payable on redemption or repurchase of any Note, or
(e) impair, or change in any respect adverse to the holder of Notes, the obligation of the Outstanding Amount Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or
(f) impair or adversely affect the right of any Noteholder to institute suit for the payment of his Note, or
(g) change the place where, or currency in which, the Notes are payable, or
(h) impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or
(i) modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected,
(j) reduce the requirements of Section 10.3 for quorum or voting or the Controlling Classpercentage in principal amount of the outstanding Notes of any series, the consent of the Holders of which whose holders is required for any such supplemental indenture, or the consent of the Holders of which whose holder is required for any waiver of with respect to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or
(ck) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 or Section 7.7, except to increase any the required percentage specified herein to effect such action or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding outstanding Note affected thereby;
(f) modify any . Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or 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 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 is discretion, but shall not be obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Ibasis Inc), Indenture (Ibasis Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Credit Enhancer and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the NotesNotes affected thereby, by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) modify or alter the exception in the definition of Controlling Classthe term “Holder”;
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity to be subject to an entity level tax. 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 Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Shellpoint Mortgage Acceptance LLC), Indenture (Impac Secured Assets Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (20202021-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Hyundai Auto Receivables Trust 2021-B), Indenture (Hyundai Auto Receivables Trust 2021-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or "; 60 68 (ii) the definition of Controlling Class;
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 5.04 or amend the provisions of this Section except Article which specify the percentage of the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions of amend this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected therebyDocuments;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (WFS Financial 1997-a Owners Trust), Indenture (WFS Financial 1996-D Owner Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Indenture Trusteeconsent of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at the Company’s expense, 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 Indentureor waiving any past default; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;
(b) reduce the rate or extend the stated time for payment of any installment of principal of or interest interest, including Additional Interest, on any Note, or ;
(c) reduce the principal amount thereofof, or extend the interest rate thereon Maturity Date of, any Note;
(d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency other than that stated in the Note or change any Note’s place of payment;
(g) change the provisions of this Indenture relating to the application of collections on, or the proceeds ranking of the sale of, Notes;
(h) impair the Trust Estate right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or 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 any payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, the consent of the Holders of which is required for any with respect to 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 certain defaults hereunder and their consequences provided for in this Indentureholder’s Note;
(c) modify or alter (i) make any change in this Article 4 that requires each holder’s consent or in the waiver provisions of the proviso as to the definition of the term “Outstanding” in Section 3.01 or (ii) the definition of Controlling Class;Section 3.09; or
(dj) reduce the percentage of the Outstanding Amount of the Notes any quorum requirements or the Controlling Class of Notes, as applicable, required to direct voting requirements contained in 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 Basic Documents cannot be modified or waived Indenture. in each case without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby;
(f) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 4.05, 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 4.02 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 Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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 2 contracts
Samples: Second Supplemental Indenture (Borgwarner Inc), Second Supplemental Indenture (Borgwarner Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 5.04 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 Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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.amend
Appears in 2 contracts
Samples: Indenture (WFS Receivables Corp), Indenture (WFS Receivables Corp 2)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Enhancer and with the consent of the Noteholders of not less than a majority of the Outstanding Amount Voting Rights of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 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:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(b) reduce the percentage of the Outstanding Amount Voting Rights of any Class of the Notes or the Controlling ClassNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(d) reduce the percentage of the Outstanding Amount Voting Rights of the Notes or the Controlling Class of Notes, as applicable, 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 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 Noteholder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(g) permit the creation of any lien 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 Noteholder of any Note of the security provided by the lien of this Indenture; 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 or cause any Adverse REMIC Event. 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 Noteholders 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 (as defined in Section 10.03 hereof) 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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 (Gmacm Home Equity Loan Trust 2005-He2), Indenture (Gmacm Home Equity Loan Trust 2004-He5)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change reduce the date percentage in aggregate principal amount of payment Notes the holders of any installment which must consent to an amendment;
(b) reduce the rate, or extend the stated time for payment, of principal of or interest on any Note, or ;
(c) reduce the principal of or other amount thereofpayable under, or extend the interest rate thereon Maturity Date of, any Note;
(d) make any change that adversely affects the put rights of any Noteholder under Article 13 or Article 14;
(e) reduce the Redemption Designated Event Purchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) change the provisions place or currency of this Indenture relating payment of principal or interest or other amount payable in respect of any Note;
(g) impair the right of any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of or and interest on or other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 5.01 and Section 5.07, in the each case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, without the consent of each holder of an outstanding Note affected. Upon the Holders written request of which is required for the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesTrustee may in its discretion, as applicable, 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 Basic Documents canbut shall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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 2 contracts
Samples: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount Note Balances of the Controlling Class of the NotesNotes affected thereby, by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity 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 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 Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Nomura Home Equity Loan, Inc.), Indenture (Deutsche Alt-a Securities Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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:: 52 (2017-B Indenture)
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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.. 53 (2017-B Indenture)
Appears in 2 contracts
Samples: Indenture (Hyundai Auto Receivables Trust 2017-B), Indenture (Hyundai Auto Receivables Trust 2017-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend 57 64 the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents;
(ev) 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 Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture, and further provided that any such action will not, as evidenced by an Opinion of Counsel satisfactory to the Trustee, result in the creation of a new security. The 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 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 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 Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, 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 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 (WFS Receivables Corp), Indenture (WFS Financial Auto Loans Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent of the Holders of not less than a majority in aggregate principal amount of all of the Notes of each applicable series then Outstanding Amount affected by such supplemental indenture (treated as a single class), the Company, when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Officers’ Certificate), and the Trustee may, upon the written request of the Controlling Class Company and receipt of the Notesaforementioned Board Resolution and upon providing the Trustee evidence of the consent of the Holders of the Notes as aforesaid, by Act of such Holders delivered from time to the Issuer time and the Indenture Trusteeat any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) 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 Indentureof each such series; provided, however, that no such supplemental indenture shallshall (a) extend the Stated Maturity of the principal of any Note, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce or alter the method of computation of any amount payable on redemption, repayment or purchase by the Company thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof, premium, if any, or interest thereon payable in any coin or currency other than that provided in such Notes, this Indenture or any supplemental indenture or in accordance with the terms of such Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if such Notes provide therefor, any right of repayment or purchase at the option of the Noteholder, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Noteso affected, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount Notes of the Notes or the Controlling Classany series, 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 to waive compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notesdefaults, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note so affected thereby;
or (fc) modify any of the provisions of this Indenture in Section 9.02, except to increase any such manner percentage, to limit the ability of obtaining consents of Holders of each applicable series then Outstanding affected (treated 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 calculationa single class) or to affect provide that certain other provisions of this Indenture cannot be modified or waived, without the consent of Holders of each Note so affected or in any manner not adverse to the Holders of each Note so affected. For the avoidance of doubt, with respect to any series of Notes, the consent of Holders of Notes of such series required by this Section 9.02, if the Company so determines, may also be obtained from the Holders of a majority in principal amount of the Notes of that series. 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 of Notes, or which modified the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture such series with respect to any part such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Trust Estate orHolders of Notes of any other series. The Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, except as otherwise permitted duties or contemplated herein, terminate the lien of immunities under this Indenture on any property or otherwise, in which case the Trustee may at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indentureits discretion, but shall not be obligated to, enter into such supplemental 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 Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSection 9.02, the Indenture Company (or the Trustee at the request and expense of the Company) shall mail give notice thereof to the Holders of the then Outstanding Notes to which such amendment or supplemental indenture relates a notice setting forth affected thereby, as provided in general terms the substance of such supplemental indentureSection 11.02. 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 2 contracts
Samples: Indenture (Eastman Chemical Co), Indenture (Eastman Chemical Co)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to Insurer (unless an Insurer Default shall have occurred and be continuing), the Indenture Trustee Swap Counterparty and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents;
(ev) 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 Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvi) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture, and further provided that any such action will not, as evidenced by an Opinion of Counsel satisfactory to the Trustee, result in the creation of a new security. The 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 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 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 Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, 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 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 (WFS Receivables Corp), Indenture (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Note Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer Trust and the Indenture Trustee, 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 Operative 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;; 70 76
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer Trust to sell or liquidate the Trust Estate pursuant to Section 5.0412.1;
(evi) 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 Basic Operative Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gviii) permit the creation of any lien 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 hereinherein or in any of the Operative 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 provided by the lien of this Indenture. The Indenture Trustee may determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect 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 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 Issuer Trust and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Advanta Conduit Receivables Inc), Indenture (Advanta Mortgage Conduit Services Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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.. 57 (2015-A Indenture)
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Holders of not less than a majority of Required Noteholders and, if the Outstanding Amount of Certificateholders’, the Controlling Class of Servicer’s or the NotesBack-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, by Act of such Holders delivered to the Issuer and Required Certificateholders, the Indenture TrusteeServicer or the Back-Up Servicer, as applicable, enter into an one or more indenture supplements or indentures supplemental amendments 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 of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby (and in the case of clause (iii) below, the consent of each Secured Party):
(ai) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) 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 V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling ClassNotes, the consent of the Holders of which is required for any such supplemental indentureindenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(cv) modify or alter (i) the provisions of this Indenture regarding the proviso as to voting of Notes held by the definition Issuer, the Seller or an Affiliate of the term “Outstanding” or (ii) the definition of Controlling Classforegoing;
(dvi) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(evii) modify any provision of this Section 13.2, 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 Outstanding outstanding Note affected thereby;
(fviii) modify any of the provisions of this Indenture in such manner as to affect in any material respect 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) ), to alter the application of Collections or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinin this Indenture; or
(gix) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Indenture, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder or Certificateholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s or Certificateholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any Act consent of Noteholders or Certificateholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a notice setting forth in general terms Series Supplement, to the substance Noteholders or Certificateholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indentureindenture or amendment. 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 indentureindenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with With prior notice to the each applicable Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency and with the consent of the Holders of not less than a majority of the 66 2/3% in Outstanding Dollar Principal Amount of the Controlling each Class or Classes affected by such amendment of the Notes, this Indenture or any Indenture Supplement or any supplemental indenture hereto or thereto by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee, upon delivery of an 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 amendment or supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any installment of principal of or interest Interest Payment Date on any Note, or change a Scheduled Final Payment Date or Legal Final Maturity Date of any Note;
(b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on the Notesany Note, or change any place the method of payment wherecomputing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the coin Collateral Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a [Discount Note][Indexed Note] payable upon the occurrence of an Early Amortization Event or currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its Legal Final Maturity Date;
(d) 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 any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note; 52 (2020-B Indenture)69
(be) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the Notes any Series or the Controlling 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 certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 or Section 7.18, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other 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;
(fg) modify permit the creation of any Lien or other encumbrance on the Collateral that secures any Class of Notes that is senior to the Lien in favor of the provisions Holders of this the Notes 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 applicable Indenture in such manner as to affect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including j) make any other 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 calculation benefit of any one or more particular Series or Class of the individual components of such calculation) Notes, or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking prior to such Series or on a parity with the lien of this Indenture Class with respect to any part such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Holders of this Indenture on any property at any time subject hereto or deprive the Holder Notes of any Note of the security provided by the lien of this Indentureother Series or Class. It shall will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it shall will be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 9 hereof) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Section 9.4 hereof), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder holders of each Outstanding Note affected therebyall Notes then outstanding:
(a) change extend the date fixed maturity of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage rate or extend the time of payment of interest on any Note, or
(c) reduce the principal amount thereof or premium, if any, on any Note, or
(d) reduce any amount payable on redemption or repurchase of any Note, or
(e) impair, or change in any respect adverse to the holder of Notes, the obligation of the Outstanding Amount Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or
(f) impair or adversely affect the right of any Noteholder to institute suit for the payment of his Note, or
(g) change the place where, or currency in which, the Notes are payable, or
(h) impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6 hereof, or
(i) modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the holder of each Note so affected,
(j) reduce the requirements of Section 10.3 hereof for quorum or voting or the Controlling Classpercentage in principal amount of the outstanding Notes of any series, the consent of the Holders of which whose holders is required for any such supplemental indenture, or the consent of the Holders of which whose holder is required for any waiver of with respect to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or
(ck) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 11.2 or Section 7.7 hereof, except to increase any the required percentage specified herein to effect such action or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder holder of each Outstanding outstanding Note affected thereby;
(f) modify any . Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or 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 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 is discretion, but shall not be obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Ibasis Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 9) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Article 9), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Indenture; Notes, provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the maturity date of payment the principal of, or any date any installment of interest is due on, any Note;
(b) reduce the principal amount or any amount payable on repurchase or conversion of any installment Note;
(c) reduce the interest rate or amount of interest on any Note;
(d) change the currency of payment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 the interest thereon is payable, or ;
(e) impair the right to institute suit for the enforcement of any payment on or with respect to or the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment conversion of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected therebyNote;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 hereinby provisions of the Indenture, terminate impair or adversely affect the lien conversion rights of holders of the Notes, including any change to the payment of the Principal Return or delivery of the Net Shares;
(g) materially adversely affect any repurchase option (including any repurchase on any Fundamental Change Repurchase Date) in a manner materially adverse to the holders of the Notes;
(h) modify the subordination provisions of the Indenture in a manner that is materially adverse to the holder of the Notes;
(i) reduce the percentage in aggregate principal amount of Notes outstanding necessary to modify or amend the Indenture or to waive any past default;
(j) reduce the percentage in aggregate principal amount of Notes required for any waiver under the Indenture, in each case without the consent or affirmative vote of holder of each outstanding Note affected. Upon the written request of the Company, accompanied by a copy of the Board Resolutions 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 on any property at any time subject hereto or deprive otherwise, in which case the Holder of any Note of the security provided by the lien of this IndentureTrustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or extend the stated time for payment, of interest (including Additional Interest, if any) on any Note;
(c) reduce the principal of or other amount payable under, or extend the Maturity Date of, any Note;
(d) make any change that adversely affects the conversion rights of any Noteholder under Article 13 or Article 14;
(e) reduce the Designated Event Purchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) or other amount payable in respect of any Note, or reduce ;
(g) impair the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of and interest (including Additional Interest, if any) on or interest other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 5.01 and Section 5.08, in the each case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, without the consent of each holder of an outstanding Note affected. Upon the Holders written request of which is required for the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesTrustee may in its discretion, as applicable, 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 Basic Documents canbut shall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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.
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Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Securities Administrator and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Holders, delivered to the Issuer Issuer, the Securities Administrator and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes Notes, or the Controlling Classany 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) modify or alter the exception in the definition of Controlling Class;the term “Holder”
(div) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes Notes, or the Controlling any Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates and the Notes (to the extent that such Retained Notes have not received a “will be debt” opinion) are not owned by American Home Mortgage Acceptance Inc.) to be subject to an entity level tax for federal income tax purposes. Any such action shall not adversely affect in any material respect the 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 Person requesting such supplemental indenture) delivered to the Indenture Trustee. 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 Issuer Issuer, the Securities Administrator and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Owner Trustee and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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: Trust Agreement (American Home Mortgage Investment Trust 2005-4)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trusteeparties hereto, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trusteeparties hereto, 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 that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Notes affected thereby:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Property 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Property pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Property or, except as otherwise permitted or contemplated hereinherein 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 provided by the lien of this Indenture. The Indenture Trustee may conclusively rely as to whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel addressed and delivered to the Indenture Trustee and the Insurer to that effect 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 relying on such Opinion of Counsel in good faith. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Credit Enhancer and the Noteholders of not less than a majority of the Outstanding Amount Note Balances of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 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:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(b) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Classany Class of Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesMajority Noteholders, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 any Noteholder under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note Noteholder affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount balance thereof, the interest rate thereon or the Redemption Termination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral 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 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 VARTICLE V hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassPercentage Interest, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency Condition and with the consent of the Holders of not less than a majority at least 66-2/3% of the Outstanding Amount of the Controlling Class Notes of the each adversely affected Series of Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or supplemental 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, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bc) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, 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 certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount aggregate outstanding amount of any Notes, the consent of the Notes or the Controlling Class Holders of Notes, as applicable, which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant Collateral if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(e) modify any provision decrease the percentage of this Section except the aggregate principal amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or which specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify any of or alter the provisions of this Indenture in such manner as to affect prohibiting 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 to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other obligor on the mandatory redemption of the Notes contained hereinNotes, a Seller or any affiliate thereof; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority 66 2/3% of the Outstanding Amount of the Controlling Class Notes of the each adversely affected Series of Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bc) reduce the percentage which constitutes a majority of the Outstanding Amount of the Notes or the Controlling Class, 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 certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of any Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant Collateral if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(e) modify any provision decrease the percentage of this Section except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or which specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify any of or alter the provisions of this Indenture in such manner as to affect regarding 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 to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other Obligor on the mandatory redemption of the Notes contained hereinNotes, a Seller or any affiliate thereof; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. 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 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 Issuer and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section, 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 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 (Household Credit Card Master Note Trust I)
Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Noteholders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 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 date of payment of any installment of principal of or interest (including any Note Interest Carryover) on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Indenture Trust Estate to payment of principal of or interest (including any Note Interest Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4;
(ev) 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 Noteholder of each Outstanding Note affected thereby;
(fvi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest (including any Note Interest Carryover) or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture 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 any Noteholder of any Note of the security provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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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Samples: Indenture (SLM Funding Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by American Home Mortgage Securities LLC) to be subject to an entity level tax. Any such action shall not adversely affect in any material respect the 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 Person requesting such supplemental indenture) delivered to the Indenture Trustee. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 Home Mort Securities Home Mortgage Invest Tr 2004-1)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s rights and/or obligations are materially and adversely affected thereby, the Servicer and, unless otherwise specified in the related Series Supplement, with the consent of at least two (if there are more than one) Holders of not less than a majority 66% of the Outstanding Amount aggregate outstanding principal balance of the Controlling Class all Notes of the Notesall Series materially and adversely affected, voting collectively by Act of such Holders written notice delivered to the Issuer and the Indenture Trustee, 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 Master Trust Indenture or of modifying in any manner the rights of the Holders of the Notes under this Master Trust Indenture; provided, however, that no such supplemental indenture shall, unless otherwise provided in the related Series Supplement, without the consent of the Required Persons of each Series and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby (and in the case of clause (iii) below, the consent of each Secured Party of all Series affected):
(ai) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Master Trust Indenture or any Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ;
(ii) impair the right to institute suit for the enforcement of the certain provisions of this Master Trust Indenture or any Series Supplement requiring the application of funds available therefor, as provided in Article VARTICLE 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling ClassNotes, 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 Master Trust Indenture or certain defaults hereunder and their consequences provided for in this Master Trust Indenture;
(civ) modify or alter (i) the provisions of this Master Trust Indenture or any Series Supplement regarding the proviso as to voting of Notes held by the definition Issuer, BWF, BCC or any of the term “Outstanding” or (ii) the definition of Controlling Classtheir Affiliates;
(dv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0410.3 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(evi) modify any provision of this Section Section, except to increase any percentage specified herein or to provide that certain additional provisions of this Master Trust Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate for the Notes or, except as otherwise permitted or contemplated hereinin this Master Trust Indenture, terminate the lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien of this Master Trust Indenture; provided, further, that no amendment will be permitted if it would result in a taxable event to any Noteholder, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement which affects the Trustee’s rights, duties or immunities under this Master Trust Indenture or otherwise. Notwithstanding anything in Section 14.1 and Section 14.2 to the contrary, the Series Supplement with respect to any Series may be amended with respect to the items and in accordance with the procedures provided in such Series Supplement. It shall not be necessary for any Act consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture indenture, amendment to this Master Trust Indenture, pursuant to this Section, the Indenture Trustee Master Trust Administrator shall mail deliver to the Holders each Holder of the Notes of all Series, to which such amendment or supplemental indenture relates any related Enhancement Provider and to each Rating Agency a notice setting forth in general terms the substance of such supplemental indentureindenture or amendment to this Master Trust Indenture. Any failure of the Indenture Trustee to mail deliver 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. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, [with the Issuer with a copy to written consent of the Indenture Trustee and Credit Enhancer and] with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Class;
the term "Holder"; 45 53 (div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, if any Rated Notes are Outstanding, with prior written notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agencies, and with the consent of the Holders of Noteholders evidencing not less than a majority of the Outstanding Amount Principal Balance of the Controlling Class Outstanding Notes of the Noteseach adversely affected Series, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto or to any Indenture Supplement for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture and the Indenture Supplement related to such affected Series or of modifying in any manner the rights of the Holders of the Notes such Noteholders under this IndentureIndenture and such Indenture Supplement; provided, however, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Trust Estate Collateral to the 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount Principal Balance of the Notes or the Controlling Classof any Series, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class”;
(d) reduce the percentage of the Outstanding Amount Principal Balance of Notes of any Series, the consent of the Notes or the Controlling Class Noteholders of Notes, as applicable, which is required to direct the Indenture Trustee to direct the Issuer to sell the Collateral or liquidate any portion thereof if the Trust Estate pursuant proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the Outstanding Notes of such Series;
(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 Basic Transaction Documents cannot be modified or waived without the consent of the Holder Noteholder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders Noteholders of Notes any Series to the benefit of any provisions for the mandatory redemption of the Notes of such Series contained herein; or
(g) permit the creation of any lien Adverse Claim ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate Collateral 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 Noteholder of the security provided by the lien Lien of this Indenture. It shall not be necessary for any Act of the Noteholders under this Section 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 Transaction Document) and of evidencing the authorization of the execution thereof by Noteholders shall be subject to such reasonable requirements as Indenture Trustee may provide. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Smurfit-Stone Container Enterprises Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Operative 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0412.1;
(evi) 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 Basic Operative Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gviii) permit the creation of any lien 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 hereinherein or in any of the Operative 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 provided by the lien of this Indenture. The Indenture Trustee may determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Advanta Revolving Home Equity Loan Trust 1998-A)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, with the consent of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesNote Majority, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 if any party to this Indenture is unable to sign any supplemental indenture due to its dissolution, winding up or comparable circumstances, then the consent of the Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, the consent of a Note Majority shall be sufficient to amend this Indenture without such party's signature; provided, further however, that, subject to the express rights of the Note Insurer under the Basic Documents and notwithstanding Section 11.20, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gviii) permit the creation of any lien 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 hereinherein 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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.supplemental
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes 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 Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer Directors and the Indenture Trustee, at the Company’s expense, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;
(b) reduce the rate of or extend the stated time for payment of any installment of principal of or interest interest, including Additional Interest, on any Note, or ;
(c) reduce the principal amount thereofof, or extend the interest rate thereon Maturity Date of, any Note;
(d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price with respect theretoof any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency other than that stated in the Note;
(g) make any change in this Article 11 or in the waiver provisions in Section 7.01 or Section 7.07 that requires each holder’s consent;
(h) modify the subordination provisions of this Indenture relating in a manner that is adverse to the application of collections on, or the proceeds holder of the sale of, Notes;
(i) impair the Trust Estate right of any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or 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 any payment of any such amount due on the Notes on or after with respect to such holder’s Note; or
(j) release any Note Guarantor from any of its obligations under its Note Guarantee and the respective due dates thereof (orIndenture other than in accordance with the terms of the Indenture, in the each case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby;
(f) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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 (Alaska Communications Systems Group Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Orderat the Company’s expense, also may, with prior notice from time to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee time, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 indenture or supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;
(b) reduce the rate or extend the stated time for payment of any installment of principal of or interest on any Note, or ;
(c) reduce the principal amount thereofof, or extend the interest rate thereon Maturity Date of, any Note;
(d) make any change that impairs or adversely affects the conversion rights of any Notes (provided that the entry into a supplemental indenture pursuant to Article 10 to effect the Company’s succession and that is otherwise consistent with the Indenture shall not be deemed to so impair or adversely affect such conversion rights);
(e) reduce the Redemption Price with respect thereto, change the provisions or Fundamental Change Purchase Price of this Indenture relating any Note or amend or modify in any manner adverse to the application of collections on, or the proceeds holders of the sale ofNotes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the Trust Estate to payment of principal of covenants, definitions or interest on otherwise;
(f) make any Note payable in a currency other than that stated in the Notes, Note or change any place of payment where, or for any Note;
(g) change the coin or currency ranking in which, any Note or right of payment of the interest thereon is payable, or Notes;
(h) impair the right of any holder to receive payment of principal, interest on or consideration due upon conversion of, such holder’s Notes on or after the due dates therefor or 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 any payment of any such amount due on the Notes on or after the respective due dates thereof (with respect to such holder’s Note; or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) make any change in this Article 9 that requires each holder’s consent or in the waiver provisions of the proviso as to the definition of the term “Outstanding” in Section 6.01 or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived 6.07; in each case without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby;
(f) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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 (Eastman Kodak Co)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Security Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Security Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or;
(gviii) permit the creation of any lien 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 hereinherein 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 provided by the lien of this Indenture; or
(ix) adversely affect the interests of the Security Insurer without its prior consent. The Trustee may 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 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 terms the 63 73 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 (Franklin Receivables LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer --------------------------------------------------- and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Note Insurer and the Swap Counterparty and with the consent of the Holders of not less than a majority of the Outstanding Amount Class Principal Balance of the Controlling Class of the Notes, Notes by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of purchase or redemption, on or after the Purchase Date) or Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount Class Principal Balance of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(div) reduce the percentage of the Outstanding Amount Class Principal Balance of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 following the exercise of the Note Purchase Option or a Collateral Purchase Option 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 benefit of any provisions for the mandatory redemption of the Notes contained hereinDate; or
(gvii) permit the creation of any lien 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 expressly 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 provided by the lien of this Indenture; 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 or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 terms the substance 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 6) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding, the Issuer, when authorized by a resolution of the Controlling Class its Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture TrusteeTrustee 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; provided, however, that no such supplemental indenture shallthat, without the consent of the Holder of each Outstanding Note affected thereby:
holder affected, no such supplemental indenture shall (a) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on on, any Note, or (b) reduce the principal amount thereofof, or premium, if any, or interest on, any Note, (c) reduce any amount payable on redemption of the interest rate thereon Notes or upon the occurrence on an Event of Default or reduce the Change of Control Payment or the Redemption Price with respect theretoExcess Proceeds Offer Payment, or change the provisions of this Indenture relating to the application of collections on, or the proceeds obligation of the sale ofIssuer to pay Additional Amounts, (d) change the Trust Estate to place or currency of payment of principal of of, or premium, if any, or interest on the Notes, or change any place of payment where, or the coin or currency in whichon, any Note or the interest thereon is payableNote, or (e) 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 any payment of any such amount due on the Notes on or after the respective due dates thereof Stated Maturity (or, in the case of a redemption, on or after the Redemption Date); 52 ) of any Note, (2020f) reduce the above-B stated percentage of outstanding Notes the consent of whose holders is necessary to modify or amend the Indenture)
, (bg) waive a default in the payment of principal of, premium, if any, or interest on the Notes, (h) reduce the percentage or aggregate principal amount of the Outstanding Amount of the outstanding Notes or the Controlling Class, the consent of the Holders of which whose holders is required 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 the Indenture or for waiver of certain defaults hereunder and their consequences provided for in this Indenture;
defaults, (ci) modify or alter (i) the provisions change any provision of the proviso as Indenture affecting the terms, provisions or ranking of the Notes in a manner adverse to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount holders of the Notes or (j) release the Controlling Class Issuer from any of Notesits obligations under the Notes or the Indenture other than in accordance with the provisions of this Indenture, or amend or modify any provision relating to such release. Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the Secretary or an Assistant Secretary of the Issuer, as applicable, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders and other documents, if any, required to direct by Section 6.01 the Indenture Trustee to direct shall join with the Issuer to sell in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties 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 immunities under this Indenture or otherwise, in which case the Basic Documents canTrustee may in its discretion, but shall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this Section, the Indenture Trustee Issuer shall mail a notice thereof by first-class mail, postage prepaid, to the Holders holders of Notes at their addresses as they shall appear on the registry books of the Notes to which such amendment or supplemental indenture relates a notice Issuer, setting forth in general 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 1 contract
Samples: Indenture (Vitro Sa De Cv)
Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to Insurer (so long as it is the Indenture Trustee Controlling Party) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesNote Balances, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Noteholders under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNote Balances, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer's rights and/or obligations are materially and adversely affected thereby, the Servicer and, unless otherwise specified in the related Series Supplement, with the consent of at least two (if there are more than one) Holders of not less than a majority 66 2/3% of the Outstanding Amount aggregate outstanding principal balance of the Controlling Class all Notes of the Notesall Series materially and adversely affected, voting collectively by Act of such Holders written notice delivered to the Issuer and the Indenture Trustee, 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 Base Indenture or any Series Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series under this IndentureBase Indenture or any Series Supplement; provided, however, that no such supplemental indenture shall, unless otherwise provided in the related Series Supplement, without the consent of the Required Persons of each Series (or, with respect to the amendment of a particular Series Supplement, the Required Persons of such Series and any other Series affected thereby) and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby (and in the case of clause (iii) below, the consent of each Secured Party of all Series affected):
(ai) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the definition of or the manner of calculating the Investor Interest, the Aggregate Investor Default Amount or the Investor Percentage of such Series;
(iii) change the voting requirements in any Transaction Document;
(iv) impair the right to institute suit for the enforcement of the certain provisions of this Base Indenture or any Series Supplement requiring the application of funds available therefor, as provided in Article V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling ClassNotes, the consent of the Holders of which is required for any such supplemental indentureindenture or Series Supplement or amendment of a Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Base Indenture or any Series Supplement or certain defaults hereunder and their consequences provided for in this Indenture;Base Indenture or any Series Supplement; 104
(cvi) modify or alter (i) the provisions of this Base Indenture or any Series Supplement regarding the proviso as to voting of Notes held by the definition Issuer, any Seller, the Initial Seller or an Affiliate of the term “Outstanding” or (ii) the definition of Controlling Classforegoing;
(dvii) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(eviii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Base Indenture or the Basic Documents any Series Supplement cannot be modified or waived without the consent of the Holder of each Outstanding outstanding Note affected thereby;
(fix) modify any of the provisions of this Base Indenture or any Series Supplement in such manner as to affect in any material respect 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) ), to alter the application of "Available Investor Principal Collections" of any Series or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinin this Base Indenture or any Series Supplement; or
(gx) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Base Indenture or any Series Supplement, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this IndentureBase Indenture or any Series Supplement; provided, further, that no amendment will be permitted if it would result in a taxable event to any Noteholder, unless such Noteholder's consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement which affects the Trustee's rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything in Sections 13.1 and 13.2 to the contrary, the Series Supplement with respect to any Series may be amended with respect to the items and in accordance with the procedures provided in such Series Supplement. It shall not be necessary for any Act consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. 105 The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture indenture, amendment to this Base Indenture, or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a Series Supplement, to the Noteholder of the applicable Series), to any related Enhancement Provider and to each Rating Agency rating any affected Series a notice setting forth in general terms the substance of such supplemental indenture, amendment to this Base Indenture, or any Series Supplement. 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: Base Indenture (Conns Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, the Issuer with a copy to Servicer and the Indenture Trustee Backup Servicer (if adversely affected thereby) and with the consent of the Holders of not less than a majority of Class A-2 Agent (if adversely affected thereby) and the Outstanding Amount of the Controlling Class of the Notes, Majority Noteholders (if adversely affected thereby) by Act of such Holders delivered to the Issuer and the Indenture TrusteeHolders, 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 (x) the Issuer shall only enter into an indenture supplemental hereunder in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof, and (y) no such supplemental indenture shall, without the consent of (1) the Holder of each Outstanding Note adversely affected thereby and (2) the Class A-2 Agent (if adversely affected thereby:):
(ai) change the Stated Maturity or the due date of any payment of any installment of principal of or interest on or Class A-2 Commitment Fee, as applicable on any Note, or reduce the principal amount thereofof any Note or any rate of interest, the interest rate thereon or the Class A-2 Commitment Fee or the portion of any of the Refinancing Price, Redemption Price with respect theretoor of the Repurchase Price payable to the Holders of the Offered Notes and the Class E Notes, change the earliest date on which any Note may be redeemed, change the provisions of this Indenture relating to the application of collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal principal, interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, Class A-2 Breakage Costs or of or interest on distributions pursuant to the NotesSale and Servicing Agreement, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is principal thereof, or interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, or Class A-2 Breakage Costs are 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 such amount due on the Notes payment on or after the respective due dates thereof Stated Maturity (or, in the case of redemptionrepurchase, on or after the Redemption applicable Repurchase Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the aggregate Outstanding Amount Principal Balance of the Notes or the Controlling ClassNotes, 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 any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (NewStar Financial, Inc.)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Paying Agent and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the written consent of the Holders Enhancer and the Noteholders of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesNote Balance affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuer Issuer, the Paying Agent and the Indenture Trustee, 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 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:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNote Balance, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(d) reduce the percentage of the Outstanding Amount Note Balance of the Notes or the Controlling Class of Notes, as applicable, 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 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 Noteholder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(g) permit the creation of any lien 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 Noteholder of any Note of the security provided by the lien of this Indenture; 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. Either the Paying Agent or the Indenture Trustee may in its discretion or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Paying Agent nor the Indenture Trustee shall be liable for any such determination made in good faith. It shall not be necessary for any Act (as defined in Section 10.03 hereof) 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 Issuer Issuer, the Paying Agent and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee Paying Agent shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Paying Agent 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 (Wachovia Asset Securitization Inc 2003-He2 Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Note Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the NotesNotes affected thereby, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Class;the term "Holder"; 45
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; 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. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also also--- ------------------------------------------------ may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of (i) the Note Insurer and (ii) of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvi) 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 Distribution 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture. The Indenture Trustee may in its discretion or at the advice of counsel 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in ARTICLE 6 hereof) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time Outstanding, the Company, when authorized by a resolution of the Controlling Class its Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture TrusteeTrustee may, enter into an indenture or from time to time and at any time, modify this Indenture, any indentures supplemental hereto for hereto, the purpose of adding any provisions to, Notes 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; providedNotes, however, PROVIDED that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
shall (a) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on on, any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections onthereon, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest reduce any amount payable on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, redemption thereof or impair or affect the right of any Noteholder to institute suit for the enforcement payment thereof or change the place or currency of payment of principal of, or interest on, any Note, in each case without the consent of the provisions Holder of this Indenture requiring the application of funds available thereforeach Note so affected, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) without the consent of the Holders of all Notes then Outstanding, (i) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Controlling Class, the consent of the Holders of which is required for any such supplemental indenturemodification, or the percentage of Notes the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or , (ii) the definition of Controlling Class;
(d) reduce the percentage change any obligation of the Outstanding Amount of Company to maintain an office or agency in the Notes places and for the purposes specified in SECTION 2.3 or the Controlling Class of Notes(iii) make any change in SECTION 4.9 or this SECTION 7.2, as applicable, 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 percentages or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby;
(f) modify any . Upon the request of the provisions Company, accompanied by a copy of a resolution of the Board of Directors 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 consent of Noteholders and other documents, if any, required by SECTION 6.1 hereof, 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, indemnities 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section SECTION 7.2 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 Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSECTION 7.2, the Indenture Trustee Company shall mail a notice thereof by first class mail to the Holders of Notes at their addresses as they shall appear on the Notes to which such amendment or supplemental indenture relates a notice Register, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Company 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 (Edison Mission Energy)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with With prior notice to the each applicable Note Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency and with the consent of the Holders of not less than a majority of the 66-2/3% in Outstanding Dollar Principal Amount of the Controlling each Class or Tranche affected by such amendment of the Notes, this Indenture or any Indenture Supplement by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, the Paying Agent, the Note Registrar and the Indenture 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 any installment of principal of or interest on any Note, or change an Expected Principal Payment Date or Legal Maturity Date of any Note;
(b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on the Notesany Note, or change any place the method of payment wherecomputing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the coin 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 currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its maturity;
(d) 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 any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)Note;
(be) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Amount Notes of the Notes any Series, Class or the Controlling ClassTranche, 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 certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 10.02 or Section 7.18, except to increase any percentage specified herein of Holders of Notes required to consent to any such amendment or to provide that certain additional other 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;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking or other encumbrance on the Collateral that secures any Tranche of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes 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 applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other 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, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to any part such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Holders of this Indenture on any property at any time subject hereto or deprive the Holder Notes of any Note of the security provided by the lien of this Indentureother Series, Class or Tranche. It shall will not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent of the Holders of not less than a majority Notes entitled to at least 50% of the Outstanding Amount aggregate Voting Rights of the Controlling Class of the Notesall Classes voting together as a single class and with notice to S&P and Moody's, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the 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 date of payment of any installment final instalment of principal of, or any instalment of or interest on on, any Note, Note or reduce the principal amount thereof, the interest rate Note Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections onNote Redemption Date, or the proceeds of the sale 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 the any 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 such amount instalment of interest due on the Notes any Note on or after the respective date such payment is due dates or for the enforcement of the payment of the entire remaining unpaid principal amount of any Note on or after the Maturity of the final instalment of the principal thereof (or, in the case of redemption, on or after the applicable Redemption Date); 52 (2020-B Indenture);
(b2) reduce the percentage of the Outstanding Amount of the Notes Voting Rights or the Controlling 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 waive compliance with certain provisions of this Indenture or certain defaults Defaults hereunder and their consequences provided for in this Indenture;
(c3) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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, Section 5.14 or Section 5.18(b) or 5.18(c), except to increase any percentage specified herein therein or to provide that certain additional other 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;
(f4) modify any of or alter the provisions of this Indenture in such manner as the proviso to affect the calculation definition 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; orterm "Outstanding";
(g5) permit the creation of any lien 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 provided afforded by the lien this Indenture; or
(6) modify any of the provisions of this IndentureIndenture in such manner as to affect the calculation of the principal or interest for any Payment Date on any Notes (including the calculation of any of the individual components of such Debt Service Requirement) or to affect the rights of the Holders of Notes to the benefits of any provisions contained herein for the mandatory payment of 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Issuer shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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 1 contract
Samples: Indenture (Mid State Homes Trust Xi)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Enhancer and the Noteholders of not less than a majority of the Outstanding Amount Note Balances of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 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:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(b) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Classany Class of Notes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) modify or alter the exception in the definition of Controlling Classthe term “Noteholder”;
(d) reduce the percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, as applicable, 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 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 Noteholder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(g) permit the creation of any lien 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 Noteholder of any Note of the security provided by the lien of this Indenture; 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. 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 Noteholders 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 (as defined in Section 10.03 hereof) 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and may with the consent of the Holders Noteholders of not less than a majority of the Outstanding Amount of all the Notes in case Outstanding Notes of all Series are to be affected, or with the consent of the Noteholders of not less than a majority of the Outstanding Amount of the Controlling Class Notes to be affected in case one or more, but less than all, of the NotesSeries of Outstanding Notes are to be affected, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 relating to such Series or of modifying in any manner the rights of the Holders Noteholders of the Notes such Series under this Indenture; provided, however, that so long as a Swap Agreement is in effect, no change adversely affecting the rights of the Counterparty may be made without the consent of such Counterparty (so long as such Counterparty is not in default under such Swap Agreement) and provided, further, that no such supplemental indenture shall, without the consent of the Holder Noteholders of each Outstanding Note affected thereby:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Classof any Series, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, any Series required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4;
(ev) 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 Noteholder of each Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; orinterest;
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture 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 any Noteholder of any Note of the security provided by the lien of this Indenture; or
(viii) impair the rights provided such Noteholder under the TIA, except as permitted therein. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes of each Series to which such amendment or supplemental indenture relates a notice setting forth in general 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority 66 2/3% of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 prior written consent of the Swap Counterparty, modify or amend this Indenture in the manner contemplated in Sections 1(h)(vii)(a) though (e) of the ISDA Schedule to the Interest Rate Swap Agreement; provided, further, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 Distribution 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture, and further provided that any such action will not, as evidenced by an Opinion of Counsel satisfactory to the Trustee, result in the creation of a new security. The 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 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 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 Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, 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 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 (WFS Receivables Corp 2)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or extend the stated time for payment, of interest (including Additional Interest, if any) on any Note;
(c) reduce the principal of or other amount payable under, or extend the Maturity Date of, any Note;
(d) make any change that adversely affects the conversion rights or rights upon a Fundamental Change of any Noteholder under Article 13 or Article 15;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) or other amount payable in respect of any Note, or reduce ;
(g) impair the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of and interest (including Additional Interest, if any) on or interest other amount payable under such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 5.01 and Section 5.08, in the each case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, without the consent of each holder of an outstanding Note affected. Upon the Holders written request of which is required for the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of NotesTrustee may in its discretion, as applicable, 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 Basic Documents canbut shall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to, enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail transmit to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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.
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Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Holders of not less than a majority of Required Noteholders and, if the Outstanding Amount of Certificateholders’, Servicer’s or the Controlling Class of Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the NotesCertificateholders, by Act of such Holders delivered to the Issuer and Servicer or the Indenture TrusteeBack-Up Servicer, as applicable, enter into an one or more indenture supplements or indentures supplemental amendments 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 of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each Outstanding outstanding Note affected thereby:thereby (and in the case of clause (iii) below, the consent of each Secured Party):
(ai) change the date of payment of any installment of principal of or interest on any Noteon, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change modify the provisions of this Base Indenture or any Series Supplement relating to the application of collections Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of of, or interest on on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or ;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) 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 V9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biv) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling ClassNotes, the consent of the Holders of which is required for any such supplemental indentureindenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(cv) modify or alter (i) the provisions of this Indenture regarding the proviso as to voting of Notes held by the definition Issuer, the Seller or an Affiliate of the term “Outstanding” or (ii) the definition of Controlling Classforegoing;
(dvi) reduce the percentage of the Outstanding Amount aggregate outstanding principal amount of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.0410.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(evii) modify any provision of this Section 13.2, 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 Outstanding outstanding Note affected thereby;
(fviii) modify any of the provisions of this Indenture in such manner as to affect in any material respect 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) ), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinin this Indenture; or
(gix) permit the creation of any lien Lien ranking prior to or on a parity with the lien Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated hereinin this Indenture, terminate the lien Lien of this Indenture on any property such collateral at any time subject hereto or deprive the Holder of any Note Secured Party of the security provided by the lien Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder or Certificateholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s or Certificateholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any Act consent of Noteholders or Certificateholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to the Holders each Holder of the Notes of all Series (or with respect to which such an amendment or supplemental indenture relates of a notice setting forth in general terms Series Supplement, to the substance Noteholders or Certificateholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture. indenture or amendment 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 indentureindenture or amendment.
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Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Controlling Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by IMH Assets Corp.) to be subject to an entity level tax. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Imh Assets Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in ARTICLE 6 hereof) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time Outstanding, the Company, when authorized by a resolution of the Controlling Class its Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture TrusteeTrustee may, enter into an indenture or from time to time and at any time, modify this Indenture, any indentures supplemental hereto for hereto, the purpose of adding any provisions to, Notes 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; providedNotes, however, PROVIDED that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
shall (a) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on on, any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections onthereon, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest reduce any amount payable on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, redemption thereof or impair or affect the right of any Noteholder to institute suit for the enforcement payment thereof or change the place or currency of payment of principal of, or interest on, any Note, in each case without the consent of the provisions Holder of this Indenture requiring the application of funds available thereforeach Note so affected, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) without the consent of the Holders of all Notes then Outstanding, (i) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Controlling Class, the consent of the Holders of which is required for any such supplemental indenturemodification, or the percentage of Notes the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or , (ii) the definition of Controlling Class;
(d) reduce the percentage change any obligation of the Outstanding Amount of Company to maintain an office or agency in the Notes places and for the purposes specified in SECTION 2.4 or the Controlling Class of Notes(iii) make any change in SECTION 4.9 or this SECTION 7.2, as applicable, 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 percentages or to provide that certain additional other provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder Holders of each Outstanding Note affected thereby;
(f) modify any . Upon the request of the provisions Company, accompanied by a copy of a resolution of the Board of Directors 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 consent of Noteholders and other documents, if any, required by SECTION 6.1 hereof, 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, indemnities 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section SECTION 7.2 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 Issuer Company and the Indenture Trustee of any supplemental indenture pursuant to the provisions of this SectionSECTION 7.2, the Indenture Trustee Company shall mail a notice thereof by first class mail to the Holders of Notes at their addresses as they shall appear on the Notes to which such amendment or supplemental indenture relates a notice Register, setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee Company 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. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, (with the Issuer with a copy to written consent of the Indenture Trustee and Credit Enhancer and) with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; 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 or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Provident Bank)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article 9) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Article 9), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Indenture; Notes, provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the maturity date of payment the principal of, or any date any installment of interest is due on, any Note;
(b) reduce the principal amount or any amount payable on repurchase or conversion of any installment Note;
(c) reduce the interest rate or amount of interest on any Note;
(d) change the currency of payment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 the interest thereon is payable, or ;
(e) impair the right to institute suit for the enforcement of any payment on or with respect to or the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment conversion of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected therebyNote;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 hereinby provisions of the Indenture, terminate impair or adversely affect the lien conversion rights of holders of the Notes, including any change to the payment of the Principal Return or delivery of the Net Shares;
(g) materially adversely affect any repurchase option (including any repurchase on any Fundamental Change Repurchase Date) in a manner materially adverse to the holders of the Notes;
(h) modify the subordination provisions of the Indenture in a manner that is materially adverse to the holder of the Notes;
(i) reduce the percentage in aggregate principal amount of Notes outstanding necessary to modify or amend the Indenture or to waive any past default;
(j) reduce the percentage in aggregate principal amount of Notes required for any waiver under the Indenture, in each case without the consent or affirmative vote of holder of each outstanding Note affected. Upon the written request of the Company, accompanied by a copy of the Board Resolutions 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 on any property at any time subject hereto or deprive otherwise, in which case the Holder of any Note of the security provided by the lien of this IndentureTrustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes Notes, or the Controlling Classany 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes Notes, or the Controlling any Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by AHM SPV III, LLC) to be subject to an entity level tax for federal income tax purposes. Any such action shall not adversely affect in any material respect the 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 Person requesting such supplemental indenture) delivered to the Indenture Trustee. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 Home Mortgage Investment Trust 2004-2)
Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount principal amount of the Controlling Class of the NotesNotes Outstanding, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change any Final Payment Date or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Trust Estate Collateral 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount principal amount of the Notes or the Controlling ClassOutstanding, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter the provision of the Indenture regarding the voting of Notes held by the Trust, the Seller, the Servicer, an affiliate of any of them or any Obligor;
(iiv) modify or alter the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount principal amount of the Notes or the Controlling Class of Notes, as applicable, Outstanding required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.045.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Notes;
(evi) modify any provision of this Section Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents 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 Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gviii) permit the creation of any 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, 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 provided by the lien of this Indenture. .
(b) It shall not be necessary for any Act of Noteholders under this Section 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) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental supple mental indenture relates a notice setting forth in general terms the substance of such supplemental indenture, such notice to be prepared by the Issuer. 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. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes 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 Indenture TrusteeCompany, when authorized by an Issuer Orderat the Company’s expense, also may, with prior notice from time to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee time, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 indenture or supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;
(b) reduce the rate or extend the stated time for payment of any installment of principal of or interest on any Note, or ;
(c) reduce the principal amount thereofof, or extend the interest rate thereon Maturity Date of, any Note;
(d) make any change that impairs or adversely affects the Redemption conversion rights of any Notes;
(e) reduce the Fundamental Change Purchase Price with respect theretoor Changes in Canadian Tax Law Purchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in a currency other than that stated in the Note;
(g) change the provisions ranking in right of this Indenture relating to the application of collections on, or the proceeds payment of the sale of, Notes;
(h) impair the Trust Estate right of any holder to receive payment of principal of or and interest on such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or 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 any payment of any such amount due on the Notes on or after the respective due dates thereof (with respect to such holder’s Note; or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) make any change in this Article 11 that requires each holder’s consent or in the waiver provisions of the proviso as to the definition of the term “Outstanding” in Section 7.01 or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived 7.07; in each case without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby;
(f) modify any written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 11.05, 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the After an amendment under this Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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 (Goldcorp Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the maturity of the principal amount of, or the payment date of payment of any installment of interest or Additional Interest, if any, on, any Note;
(b) reduce the principal of amount of, or interest or Additional Interest, if any, on, any Note;
(c) change the currency of payment of the principal amount or Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest or Additional Interest, if any, on any Note, or reduce the principal amount manner of calculation thereof, the interest rate thereon 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 sale 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 the interest thereon is payable, or ;
(e) impair the right of any holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Note;
(f) modify the provisions Company’s obligation to maintain a Paying Agent in the New York City;
(g) impair or adversely affect the purchase rights of this Indenture requiring the application holders of funds available therefor, the Notes as provided in Article V, 5;
(h) impair or adversely affect the conversion rights or purchase rights of the holders of the Notes as provided in Article 13 or Article 14;
(i) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the payment holders of any such amount due on the Notes on the Company’s obligation to make such payments, whether through an amendment or after the respective due dates thereof (orwaiver of provisions in covenants, in the case of redemption, on definitions or after the Redemption Date); 52 (2020-B Indenture)otherwise;
(bj) reduce the percentage of the Outstanding Amount principal amount of the outstanding Notes the written consent or the Controlling Class, the consent affirmative vote of the Holders of which whose holders is required for any such supplemental indentureamendment, modification or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;supplement; or
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(dk) reduce the percentage of the Outstanding Amount principal amount of the outstanding Notes the written consent or the Controlling Class affirmative vote of Notes, as applicable, whose holders is required to direct the Indenture Trustee to direct the Issuer to sell rescind an acceleration and its consequences or liquidate the Trust Estate pursuant to Section 5.04;
(e) modify for any provision waiver of any past Default provided for in this Section 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 Indenture; in each case, without the consent of each holder of an outstanding Note affected. Upon the Holder of each Outstanding Note affected thereby;
(f) modify any written request of the provisions Company, accompanied by a copy of the Board Resolutions 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of Noteholders at their addresses as they shall appear on the Notes to which such amendment or supplemental indenture relates Note Register a notice setting forth in general terms 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority 66 2/3% of the Outstanding Amount of the Controlling Class Notes of the each adversely affected Series of Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bc) reduce the percentage which constitutes a majority of the Outstanding Amount of the Notes or the Controlling Class, 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 certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of any Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant Collateral if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(e) modify any provision decrease the percentage of this Section except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or which specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify any of or alter the provisions of this Indenture in such manner as to affect regarding 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 to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other obligor on the mandatory redemption of the Notes contained hereinNotes, a Seller or any affiliate thereof; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. 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 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 Issuer and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section, 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 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. Notwithstanding anything to the contrary in this Section 10.02, no supplemental indenture or modification or amendment to this Indenture which has the effect of (i) materially increasing the obligations or duties of the Servicer hereunder, (ii) materially decreasing the compensation or rights of the Servicer hereunder, or (iii) materially and adversely effecting the Servicer shall become effective without prior consent of the Servicer.
Appears in 1 contract
Samples: Master Indenture (Household Affinity Funding Corp Iii)
Supplemental Indentures with Consent of Noteholders. The Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Notes of each Series or Class of the Notesto be affected, by Act of such Holders delivered to the Note Issuer and the Indenture Note Trustee, 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 of each Series or Class affected thereby:
(ai) change the date of payment of any installment of principal of or premium, if any, or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price premium, if any, with respect thereto, change the provisions of this Indenture and the related applicable Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of or premium, if any, or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of optional or mandatory redemption, on or after the Optional Redemption Date or Mandatory Redemption Date, as applicable); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Classof a Series or Class thereof, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Note Trustee to direct the Note Issuer to sell or liquidate the Trust Estate Collateral pursuant to Section 5.04;
(ev) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest interest, principal or principal premium, if any, 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any 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, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Note Trustee may in its discretion determine whether or not any Notes or Certificates of a Series or Class would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes and holders of all Certificates of such Series or Class, whether theretofore or thereafter authenticated and delivered hereunder. The Note 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 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 Note Issuer and the Indenture Note Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee Note Issuer shall mail to the Rating Agencies and the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Note 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 (Sce Funding LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer With prior notice to each applicable Rating Agency and the consent of not less than 50% in Outstanding Principal Amount of each Series of Notes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental Indenture hereto or thereto, by a Noteholder Act of said Holders delivered to the Issuing Entity and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, upon delivery of the Tax Opinions, 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 amendment or supplemental indenture shallIndenture will, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date scheduled Transfer Date of any payment of any installment of principal of or interest on any Note, or change an Expected Principal Distribution Date or Legal Final Maturity Date of any Note;
(b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on the Notesany Note, or change any place the method of payment where, computing the Outstanding Principal Amount or the coin 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 currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its maturity;
(d) 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 any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)Note;
(be) reduce the percentage in Outstanding Principal Amount of the Outstanding Amount Notes of the Notes any Series or the Controlling 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 certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 or Section 7.16, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other 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;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking or other encumbrance on the Collateral that secures any Class of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes 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 applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other 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, or which modifies the rights of the Holders of Notes of such Series or Class with respect to any part such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Holders of this Indenture on any property at any time subject hereto or deprive the Holder Notes of any Note of the security provided by the lien of this Indentureother Series or Class. It shall will not be necessary for any Noteholder Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indentureIndenture, but it shall will be sufficient if such Noteholder Act shall will approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture amendment pursuant to this SectionSection 10.02 is complete, the Indenture Trustee shall mail provide written notice to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance Noteholders 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 indentureamendment.
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Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate or amount, or extend the stated time for payment, of interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on any Note;
(c) reduce the principal, or extend the Maturity Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments;
(f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) and Extension Fees and Additional Extension Fees, if any, in respect of any Note, or reduce ;
(g) impair the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of of, and interest (including Additional Interest and, if any) and Extension Fees and Additional Extension Fees, if any, on, such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or
(h) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application waiver provisions in Section 5.01 and Section 5.07. in each case without the consent of funds available thereforeach holder of an outstanding Note affected. Notwithstanding the foregoing, as provided in Article V, any amendment to the payment of any such amount due on the Notes on Indenture or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, waiver of compliance with a provision which (i) requires the consent of the Holders of which is required for the Notes in accordance with this Section 9.02, and (ii) similarly affects the holders of the Notes and the holders of the 2013 Notes, shall instead require the consent of the holders of at least a majority in principal amount of the then outstanding 2013 Notes and Notes voting together as a single class. Upon the written request of the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents canshall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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.
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Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class Notes of the each adversely affected Series of Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bc) reduce the percentage which constitutes a majority of the Outstanding Amount of the Notes or the Controlling Class, 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 certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of any Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant Collateral if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(e) modify any provision decrease the percentage of this Section except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or which specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder aggregate principal amount of each Outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify any of or alter the provisions of this Indenture in such manner as to affect regarding 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 to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other Obligor on the mandatory redemption of the Notes contained hereinNotes, a Seller or any affiliate thereof; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. 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 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 Issuer and the Indenture Trustee of any supplemental indenture Supplement Indenture pursuant to this Section, 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 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 Funding Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling Class of Notes affected thereby and the NotesCredit Enhancer, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Classany 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 certain defaults hereunder and their consequences provided for in this Indenture;
; (ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with With the consent (evidenced as provided in Article IX) of the Holders holders of not less than a majority in aggregate principal amount of the Outstanding Amount Notes at the time outstanding (determined in accordance with Article IX), the Company, when authorized by the resolutions of the Controlling Class Board of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture TrusteeTrustee may, at the Company's expense, 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; 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, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Fundamental Change, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the Holder holder of each Outstanding Note affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Noteso affected, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(bii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder holders of each Outstanding Note affected thereby;
(f) modify any all Notes then outstanding. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions 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 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental indenture. It shall not be necessary for any Act the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Sepracor Inc /De/)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, the Issuer with a copy to Servicer and the Indenture Trustee Backup Servicer (if adversely affected thereby) and with the consent of the Holders of not less than a majority of Class A-2 Agent (if adversely affected thereby) and the Outstanding Amount of the Controlling Class of the Notes, Majority Noteholders (if adversely affected thereby) by Act of such Holders delivered to the Issuer and the Indenture TrusteeHolders, 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 (x) the Issuer shall only enter into an indenture supplemental hereunder in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof, and (y) no such supplemental indenture shall, without the consent of (1) the Holder of each Outstanding Note adversely affected thereby and (2) the Class A-2 Agent (if adversely affected thereby:):
(ai) change the Stated Maturity or the due date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on or Class A-2 Commitment Fee, as applicable on any Note, reduce the principal amount of any Note or any rate of interest, or the Class A-2 Commitment Fee or the portion of any of the Refinancing Price or of the Repurchase Price payable to the Holders of the Offered Notes, change the earliest date on which any Note may be redeemed, change the provisions of the Indenture relating to the application of proceeds of any Loan Assets to the payment of principal, interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, Class A-2 Breakage Costs or of distributions pursuant to the Sale and Servicing Agreement, change any place of payment where, or the coin or currency in which, any Note or the interest thereon is principal thereof, or interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, or Class A-2 Breakage Costs are 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 such amount due on the Notes payment on or after the respective due dates thereof Stated Maturity (or, in the case of redemptionrepurchase, on or after the Redemption applicable Repurchase Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the aggregate Outstanding Amount Principal Balance of the Notes or the Controlling ClassNotes, 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 any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) modify or alter the exception in the definition of Controlling Classthe term “Holder”;
(div) reduce the percentage of the aggregate Outstanding Amount Principal Balance of the Notes or the Controlling Class of Notes, as applicable, the consent of the Holders of which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Indenture Collateral pursuant to Section 5.04;
(ev) 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 Transaction Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvi) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Indenture Collateral 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 provided by the lien of this Indenture; 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 or be classified as a publicly traded partnership within the meaning of Section 7704(b) of the Code or a taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Trustee may in its discretion determine whether or not any Notes would be materially adversely 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 Trustee shall not be liable for any such determination made in good faith. The Trustee may also rely in good faith upon an Officer’s Certificate as to whether such supplemental indenture will adversely affect any Holder of Notes, the Class A-2 Agent, the Servicer or the Backup Servicer. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Rating Agencies, the Servicer, the Class A-2 Agent and the Holders of the Notes to which such amendment or supplemental indenture relates a copy of such supplemental Indenture or a notice setting forth in general 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. Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.02, the Issuer and Trustee shall obtain written confirmation from each of Xxxxx’x and S&P that entry by the Issuer and Trustee into such supplemental indenture satisfies the Xxxxx’x Rating Condition and the S&P Rating Condition, respectively.
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Property 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Property pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gviii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate Property or, except as otherwise permitted or contemplated hereinherein 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 provided by the lien of this Indenture. The Indenture Trustee may determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Greenpoint Home Equity Loan Trust 1999 2)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Credit Enhancer and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the Notes, by Act of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code. 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 Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Chase Funding Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding outstanding Amount of the Controlling Class Notes, of all classes of Notes that would be adversely affected thereby or the Notesrelated class or classes that would be adversely affected thereby, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4;
(ev) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvi) 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 Distribution 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien 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 hereinherein or in 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 provided by the lien of this Indenture. The Trustee may 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 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Ace Securities Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies delivered by Agencies, the Issuer with a copy to the Indenture Trustee [Securities Insurer] and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 and the [Securities Insurer] if affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Indenture 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4;
(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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 Distribution 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture 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 provided by the lien of this Indenture. It 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 necessary liable for any Act such determination made in good faith. In connection with requesting the consent of the Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 terms the substance of such supplemental indenture. Any failure It shall not be necessary for any Act of Noteholders under this Section to approve the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity particular form of any such proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, without the consent of the Holder of each Outstanding Note affected thereby:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate or amount, or extend the stated time for payment, of interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on any Note;
(c) reduce the principal, or extend the Maturity Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments;
(f) change the date place or currency of payment of any installment of principal of or interest on (including Additional Interest, if any) and Extension Fees and Additional Extension Fees, if any, in respect of any Note, or reduce ;
(g) impair the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of of, and interest (including Additional Interest and, if any) and Extension Fees and Additional Extension Fees, if any, on, such holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or
(h) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application waiver provisions in Section 5.01 and Section 5.07. in each case without the consent of funds available thereforeach holder of an outstanding Note affected. Notwithstanding the foregoing, as provided in Article V, any amendment to the payment of any such amount due on the Notes on Indenture or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, waiver of compliance with a provision which (i) requires the consent of the Holders of which is required for the Notes in accordance with this Section 9.02, and (ii) similarly affects the holders of the Notes and the holders of the 2011 Notes, shall instead require the consent of the holders of at least a majority in principal amount of the then outstanding 2011 Notes and Notes voting together as a single class. Upon the written request of the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents canshall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates holders a notice setting forth in general terms 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating Agency, with the Rating Agencies delivered by consent of the Issuer with a copy to the Indenture Trustee Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 prior written consent of the Swap Counterparty, modify or amend this Indenture in the manner contemplated in Sections 1(h)(vii)(a) though (e) of the ISDA Schedule to the Interest Rate Swap Agreement; provided, further, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(ai) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 VFive, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the second proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount of the Notes required to amend this Indenture or the other Basic Documents;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 Distribution 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 benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of created by this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of created by this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of created by this Indenture, and further provided that any such action will not, as evidenced by an Opinion of Counsel satisfactory to the Trustee, result in the creation of a new security. The 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 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 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 Issuer and the Indenture Trustee parties hereto of any supplemental indenture pursuant to this Section, 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 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 (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer 107
(a) With the consent of the Note Insurer, the Swap Counterparty (so long as the Class A-3 Notes are Outstanding and to the extent adversely affected thereby) and each Noteholder affected thereby and written confirmation from the Rating Agencies that the ratings then assigned to the Class A Notes will not be downgraded, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the 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 Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without Indenture for the consent of the Holder of each Outstanding Note affected therebyfollowing purposes:
(ai) change the Final Scheduled Payment Date of the principal of any Note, or the due date of any payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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, which any Note or the any 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 such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date); 52 (2020-B Indenture)maturity date thereof or change any provision of Article VI hereof;
(bii) reduce the percentage Outstanding Principal Balance of the Outstanding Amount Notes of the Notes or the Controlling any Class, the consent of the Holders Noteholders of which is required for to approve any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Servicing Default hereunder or under the Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fiii) modify any of the provisions of this Indenture in such manner as to affect Sections 10.01 or 10.02;
(iv) modify or alter the calculation provisions of the amount of any payment of interest or principal due on any Note on any Payment Date (including proviso to the calculation of any definition of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained hereinterm "Outstanding"; or
(gv) permit the creation of any other lien 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 Property or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive the Holder of any Note Noteholder of the security provided afforded by the lien of this Indenture. It .
(b) With the consent of the Note Insurer and the Class B Noteholders constituting a majority of the Class B Notes by principal balance then Outstanding, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee and the Rating Agencies for the purpose of modifying, eliminating or adding to the provisions of this Indenture; provided that such supplemental indentures shall not be necessary for have any Act of Noteholders under the effects described in paragraphs (i) through (v) of Section 10.02
(a) of this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Indenture.
(c) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 10.02, the Indenture Trustee shall mail to the Holders of Note Insurer, the Notes to which such amendment or supplemental indenture relates Noteholders and the Rating Agencies a notice setting forth in general terms the substance copy of such supplemental indenture. 108 Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture.
Appears in 1 contract
Samples: Indenture (Capital One Auto Receivables Trust 2001-B)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer Issuing Entity and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Operative Agreements cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture). 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 Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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. Notwithstanding any provision of this Indenture to the contrary, the Indenture Trustee shall not consent to any supplemental indenture pursuant to Section 9.01 or Section 9.02 unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such supplemental indenture, to the effect that such supplemental indenture will not result in the imposition of a tax on any REMIC created hereunder pursuant to the REMIC Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding and that the supplemental indenture is being made in accordance with the terms hereof and that all conditions precedent to the execution of such supplemental indenture in accordance with the relevant provisions of this Article IX have been met.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Hyundai Abs Funding Corp)
Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to upon satisfaction of the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency Condition and with the consent of the Holders of not less Notes representing more than a majority 66 2/3% of the principal balance of the Outstanding Amount Notes of the Controlling Class of the Noteseach adversely affected Series, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the 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 such amount due on the --------- Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bc) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, 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 certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of any Series, the Notes or consent of the Controlling Class Holders of Notes, as applicable, which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant Collateral if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series;
(e) modify any provision decrease the percentage of this Section except the Outstanding Amount required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture or which specify the Basic Documents cannot be modified or waived without the consent applicable percentage of the Holder Outstanding Amount of each Outstanding Note affected therebythe Notes of any Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(f) modify any of or alter the provisions of this Indenture in such manner as to affect prohibiting 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 to affect the rights of the Holders voting of Notes to held by the benefit of Issuer, any provisions for other Obligor on the mandatory redemption of the Notes contained hereinNotes, a Seller or any affiliate thereof; or
(g) permit the creation of any lien 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 provided by the lien Lien of this Indenture. 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 the affected Noteholders is required. ---- 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. Notwithstanding anything in this Section 10.2 to the contrary, no amendment may be made to this ------------ Agreement which would adversely affect the interests of any Series Enhancer without the consent of such Series Enhancer. 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 consent of all affected Noteholders is required. ---- It shall not be necessary for any Act of Noteholders under this 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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. The Issuer Co-Issuers, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee, when authorized by an Issuer OrderOrder executed by each of the Co-Issuers, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount aggregate unpaid principal amount of the Controlling Class of the Outstanding Notes, by Act of such Holders delivered to the Issuer Co-Issuers, the Paying Agent, the Note Registrar and the Indenture Trustee, 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 Noteholders under this Indenture; provided, however, that the Co-Issuers shall have delivered to the Indenture Trustee and the Paying Agent a Tax Opinion, dated the date of any such action, addressing such action; and provided, further, that, notwithstanding anything to the contrary contained herein, including, without limitation, Section 9.01, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate Interest Rate specified thereon or the Redemption Price redemption price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, all or any portion 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 the any interest thereon is payable, 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the aggregate unpaid principal amount of all Outstanding Amount of the Notes or the Controlling ClassNotes, 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 the provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the aggregate unpaid principal amount of any Outstanding Amount Notes, the consent of the Notes or the Controlling Class Holders of Notes, as applicable, which is required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant if the proceeds of such sale would be insufficient to Section 5.04pay the principal amount and accrued but unpaid interest on the Outstanding Notes;
(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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fd) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or;
(ge) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Co-Issuers or by any other obligor on the Notes;
(f) permit the creation of any lien Lien 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 Lien of this Indenture on any property at any time subject hereto part of the Trust Estate or deprive the Holder of any Note of the security provided by the lien Lien of this Indenture;
(g) modify or alter any provisions (including any relevant definitions) relating to the pro rata treatment of payments to any Class of Notes; or
(h) (w) reduce the Required Overcollateralization Amount or change the manner in which the Adjusted Loan Principal Balance is calculated or structured, (x) modify the definition of “First Priority Principal Payment”, “Second Priority Principal Payment”, “Third Priority Principal Payment”, “Fourth Priority Principal Payment”, “Fifth Priority Principal Payment”, “Regular Principal Distribution Amount”, “Advance Reserve Account Shortfall Amount” or “Event of Default” (or any defined term used therein), (x) modify the provisions of this Section 9.02, (y) amend or supplement Section 8.03 hereof with respect to the provisions of permitting monthly deposits of Collections by the Servicer or Section 8.05 hereof with respect to the provisions permitting the release of Loans from the lien of the Indenture or (z) amend or supplement Section 8.06 hereof with respect to the priority and distribution of Available Funds. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer Co-Issuers, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Springleaf Finance Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by Agencies, with the Issuer with a copy to consent of the Indenture Trustee Security Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 Security Insurer under the Basic 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions provision of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(biii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(civ) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(dv) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.4;
(evi) 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvii) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gviii) permit the creation of any lien 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 hereinherein 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 provided by the lien of this Indenture. The Trustee may 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 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 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (FCC Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Controlling Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Principal Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by Impac Secured Assets Corp.) to be subject to an entity level tax. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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 (Impac Secured Assets CMN Trust Series 1998-1)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Enhancer and the Noteholders of not less than a majority of the Outstanding Amount Note Balances of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 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:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(b) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling ClassNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Noteholder";
(d) reduce the percentage of the Outstanding Amount aggregate Note Balance of the Notes or the Controlling Class of Notes, as applicable, 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 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 Noteholder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(g) permit the creation of any lien 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 Noteholder of any Note of the security provided by the lien of this Indenture; 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. 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 Noteholders 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 (as defined in Section 10.03 hereof) 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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 (Residential Asset Mortgage Products Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Note Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the NotesNotes affected thereby, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
; (fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Argent Securities Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by and, with the Issuer with a copy to written consent of the Indenture Trustee Note Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount Security Balances of the Controlling each Class of the NotesNotes affected thereby, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) modify or alter the exception in the definition of Controlling Class;the term “Holder”
(div) reduce the percentage of the Outstanding Amount Security Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
(ev) 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 Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; 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. 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and and, with the consent of the Holders of not less than a majority of the Outstanding Amount Note Balance of the Controlling each Class of the NotesNotes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Issuer and the Indenture Trustee, 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:
(ai) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)thereof;
(bii) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling ClassNotes, 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 certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” " or (ii) modify or alter the exception in the definition of Controlling Classthe term "Holder";
(div) reduce the percentage of the Outstanding Amount Note Balances of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.045.04 hereof;
(ev) 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 Operative Agreements cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(fvi) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein); or
(gvii) permit the creation of any lien 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 provided by the lien of this Indenture; Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will not result in the reduction or withdrawal of the rating of any Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such supplemental indenture). 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this SectionSection 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 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. Notwithstanding any provision of this Indenture to the contrary, the Indenture Trustee shall not consent to any supplemental indenture pursuant to Section 9.01 or Section 9.02 unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such supplemental indenture, to the effect that such supplemental indenture will not result in the imposition of a tax on any REMIC created hereunder pursuant to the REMIC Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding and that the supplemental indenture is being made in accordance with the terms hereof and that all conditions precedent to the execution of such supplemental indenture in accordance with the relevant provisions of this Article IX have been met.
Appears in 1 contract
Samples: Indenture (Greenpoint Mortgage Funding Trust 2005-He1)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale 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 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling 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 certain defaults hereunder and their consequences provided for in this Indenture;; 52 (2013-A Indenture)
(c) modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to consent of the Rating Agencies delivered by Agencies, the Issuer with a copy to the Indenture Trustee Note Insurer and with the consent of the Holders of not less than a majority of the Outstanding Amount Voting Interests of the Controlling Class of the Outstanding Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 and the Note Insurer if affected thereby:
(a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount Principal Amount (or Notional Amount) thereof, the interest rate Interest Rate thereon or the Redemption Termination Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate Collateral 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 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 VV hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(b) reduce the percentage of the Outstanding Amount Voting Interests of the Notes or the Controlling ClassOutstanding 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 certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter (i) the provisions of the proviso as to the definition definitions of the term “"Outstanding” " or (ii) the definition of Controlling Class"Voting Interests";
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, 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 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 (Ace Securities Corp Home Loan Trust 1999 a Asset Backed Note)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the Holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Indenture TrusteeCompany, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent resolutions of the Holders Board of not less than a majority of the Outstanding Amount of the Controlling Class of the NotesDirectors, by Act of such Holders delivered to the Issuer and the Indenture Trustee, 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 of the Notes under this IndentureNotes; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected therebyNoteholder:
(a) reduce the percentage in aggregate principal amount of Notes the Holders of which must consent to an amendment;
(b) reduce the rate or amount, or extend the stated time for payment, of Interest on any Note;
(c) reduce the principal, or extend the Maturity Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the Holders of the Notes the Company’s obligation to make such payments;
(f) change the date place or currency of payment of any installment principal or Interest in respect of principal of or interest on any Note, or reduce ;
(g) impair the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions right of this Indenture relating any Holder to the application of collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of (including the Fundamental Change Repurchase Price, if applicable), and Interest on, such Holder’s Notes on or interest on after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(h) change the ranking of the Notes in a manner adverse to any Holder; or
(i) make any change in the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on 9 that require each Holder’s consent or after the respective due dates thereof (or, in the waiver provisions in Section 5.01 and Section 5.08. in each case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)
(b) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, without the consent of each Holder of an outstanding Note affected. Upon the Holders written request of which is required for the Company, accompanied by a copy of the Board Resolutions 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 certain provisions of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(c) modify or alter (i) which case the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 Basic Documents canshall not be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in obligated to enter into 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien 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 provided by the lien of this Indenturesupplemental 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 Issuer and After an amendment under the Indenture Trustee of any supplemental indenture pursuant to this Sectionbecomes effective, the Indenture Trustee Company shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms briefly describing such amendment. However, the substance of failure to give such supplemental indenture. Any failure of the Indenture Trustee notice to mail such noticeall affected Holders, 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. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with With prior notice to the each applicable Note Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee Agency and with the consent of the Holders of not less than a majority of the 50% in Outstanding Principal Amount of the Controlling Class each series of the Notesnotes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental Indenture hereto or thereto, by Act of such said Holders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee, upon delivery of the Tax Opinions, 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; providedPROVIDED, howeverHOWEVER, that no such amendment or supplemental indenture shallIndenture will, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change the date scheduled Transfer Date of any payment of any installment of principal of or interest on any Note, or change an Expected Principal Payment Date or Legal Final Maturity Date of any Note;
(b) reduce the principal amount thereofStated Principal Amount of, or the interest rate thereon 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 sale of, the Trust Estate to payment of principal of or interest on the Notesany Note, or change any place the method of payment where, computing the Outstanding Principal Amount or the coin 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 currency in which, any Note other optional or mandatory redemption or upon the interest thereon is payable, or acceleration of its maturity;
(d) 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 any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture)Note;
(be) reduce the percentage in Outstanding Principal Amount of the Outstanding Amount Notes of the Notes any series or the Controlling Classclass, 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 certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(cf) modify or alter (i) any of the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
(d) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, 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 or SECTION 7.15, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other 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;
(f) 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 to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking or other encumbrance on the Collateral that secures any class of Notes that is prior to or on a parity with the lien in favor of the Holders of the Notes 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 applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other 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, or which modifies the rights of the Holders of Notes of such series or class with respect to any part such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien Holders of this Indenture on any property at any time subject hereto or deprive the Holder Notes of any Note of the security provided by the lien of this Indentureother series or class. It shall will not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indentureIndenture, but it shall will be sufficient if such Act shall will approve the substance thereof. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture amendment pursuant to this SectionSECTION 10.02 is complete, the Indenture Trustee shall mail provide written notice to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance Noteholders 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 indentureamendment.
Appears in 1 contract
Samples: Indenture (Navistar Financial Dealer Note Master Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders Noteholders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders Noteholders delivered to the Issuer and the Indenture Trustee, 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 Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture shall, without the consent of the Holder Noteholder of each Outstanding Note affected thereby:
(ai) change the date of payment of any installment of principal of or interest (including any Note Interest Carryover) on any Note, or reduce the principal amount thereof, the interest rate thereon 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 sale of, the Indenture Trust Estate to payment of principal of or interest (including any Note Interest Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or 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 such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); 52 (2020-B Indenture);
(bii) reduce the percentage of the Outstanding Amount of the Notes or the Controlling ClassNotes, the consent of the Holders Noteholders of which is required for any such supplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(ciii) modify or alter (i) the provisions of the proviso as to the definition of the term “"Outstanding” or (ii) the definition of Controlling Class";
(div) reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 5.045.4;
(ev) 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 Noteholder of each Outstanding Note affected thereby;
(fvi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest (including any Note Interest Carryover) or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or
(gvii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Indenture 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 any Noteholder of any Note of the security provided by the lien of this Indenture. It shall not be necessary for any Act of Noteholders under this Section 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 Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders Noteholders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general 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 (SLM Funding Corp)
