Supplemental Indentures With Consent. Without limiting Section 8.01, with the consent of the Controlling Party of each Series, and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby: (1) change any Legal Final Payment Date or the Payment Date of any principal, interest or other amount on any Note; (2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate; (3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date; (4) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document; (5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture; (6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral; (7) modify Section 2.11; or (8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 3 contracts
Samples: Master Indenture, Master Indenture (Spirit MTA REIT), Master Indenture (Spirit Realty Capital, Inc.)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause adversely affect the tax characterization of the Notes or any Class of Related Series Notes of any Series that was characterized as debt as at the time of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, and (iiy) cause any of the Issuers of any outstanding Series or applicable Co-Issuers to be treated as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporationcorporation or as a “taxable mortgage pool”, and (z) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder, any holder of Related Series Notes or any of the Issuers or applicable Co-Issuers without the express written consent of any affected Noteholders of holders of Related Series Notes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Outstanding Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indenture, the applicable Property Transfer Agreement Indenture and the applicable Mortgage and (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part portion of the Collateral PoolCollateral. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.]]
Appears in 2 contracts
Samples: Master Indenture (American Finance Trust, Inc), Master Indenture (American Finance Trust, Inc)
Supplemental Indentures With Consent. Without limiting Section 8.01, with of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Controlling Party Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each Seriesseries affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and 20 days’ prior written notice the Trustee may from time to the Rating Agencies, the parties to the agreements listed below may time and at any time enter into one an indenture or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof of any supplemental indenture or of modifying in any manner the rights of the Noteholders hereunder or thereunderHolders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders Holder of 100% of each outstanding Security affected thereby (i) extend the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date fixed maturity of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing ofSecurity, or reduce the payments to be made rate of interest or extend the time of payment of interest, if any, thereon or reduce the principal thereof or the time during which premium is payable on or make the principal thereof or any premium or any interest thereon payable in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the any coin or currency other than that provided in which such Securities, or reduce the amount of the principal of any Note an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or interest thereon is payablethe amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
(4ii) reduce the percentage in principal amount at Stated Maturity of the then Aggregate Series Principal Balanceoutstanding Securities, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendmentindenture, or the consent of whose Noteholders Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults under any Transaction Document hereunder and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in . A supplemental indenture which changes or eliminates any Property Transfer Agreement covenant or in any Mortgage, deprive the Indenture Trustee other provision of this indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a first priority security interest copy of a resolution 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 Holders of such 81 73 series as aforesaid, the Trustee shall join with the Company in the Collateral;
(7) modify Section 2.11; or
(8) release from execution of such supplemental indenture unless such supplemental indenture affects the lien of this IndentureTrustee's own rights, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted duties or immunities under this IndentureIndenture or otherwise, in which case the Property Management Agreement or Trustee may in its discretion, but shall not be obligated to, enter into such Mortgage) all or any part of the Collateral Poolsupplemental indenture. It shall not be necessary for the consent of the Noteholders Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 2 contracts
Samples: Indenture (Atlantic Richfield Co /De), Indenture (Atlantic Richfield Co /De)
Supplemental Indentures With Consent. Without limiting Section 8.01, with of Securityholders of a Series. With the consent (evidenced as provided in Section 6.01) of the Controlling Party holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of each Seriesseries affected by such supplemental indenture or indentures, the Company, when authorized by the resolutions of the Board of Directors, and 20 days’ prior written notice the Trustee from time to the Rating Agencies, the parties to the agreements listed below time and at any time may enter into one an indenture or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document this Indenture for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof or of modifying in any manner the rights of the Noteholders hereunder or thereunderholders of the Securities of each such series; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, furtherhowever, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders holder of 100% each Security affected thereby no such supplemental indenture shall: (a) change the Stated Maturity of the Aggregate Series Principal Balance principal of the Outstanding Notes affected thereby:
(1) change or any Legal Final Payment Date premium or the Payment Date any installment of interest on, any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing ofSecurity, or reduce the payments to be made principal amount of any Security or any premium or interest on any Security, or in respect of, reduce the Mortgage Loans, amount of principal payable upon acceleration of the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer AgreementsMaturity of any Original Issue Discount Security, or change any Place of Payment where, or the coin or currency in which the principal of which, any Note Security or any premium or interest thereon on any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
its Stated Maturity; (4b) reduce the percentage in principal amount of the then Aggregate Series Principal Balance, Securities the consent of whose Noteholders holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders holders is required for any waiver of compliance with certain provision of this Indenture or certain defaults under any Transaction Document this Indenture and their consequences provided for in this Indenture; or (c) modify the provisions of Section 4.01 providing for the rescinding and annulment of a declaration accelerating the Maturity of the Securities of any Transaction Documentseries, or for any of the provision of this Section 8.02 or Section 4.07(b), except to increase any such percentage or to provide that certain other reason under any Transaction Document;
(5) change any obligation provisions of this Indenture cannot be modified or waived. 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 Issuer to maintain an office or agency such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders of such series as aforesaid, the Trustee shall join with the Company in the places and for execution of such supplemental indenture unless such supplemental indenture affects the purposes specified in the Indenture;
(6) except as otherwise expressly provided in Trustee's own rights, duties or immunities under this IndentureIndenture or otherwise, in which case the Property Management AgreementTrustee may in its discretion, in any Property Transfer Agreement or in any Mortgagebut shall not be obligated to, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or enter into such Mortgage) all or any part of the Collateral Poolsupplemental indenture. It shall not be necessary for the consent of the Noteholders Securityholders under this Section 8.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 2 contracts
Samples: Indenture (Mercantile Bancorporation Inc), Indenture Regarding Senior Securities (Mercantile Bancorporation Inc)
Supplemental Indentures With Consent. Without limiting Section 8.01, with of Holders of a Series. With the consent (evidenced as provided in Section 9.01) of the Controlling Party Holders of not less than 50% in aggregate principal amount at Stated Maturity of the Securities at the time outstanding of each Seriesseries affected by such supplemental indenture or indentures, the Company, when authorized by or pursuant to a resolution of the Board of Directors, and 20 days’ prior written notice the Trustee may from time to the Rating Agencies, the parties to the agreements listed below may time and at any time enter into one an indenture or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof of any supplemental indenture or of modifying in any manner the rights of the Noteholders hereunder or thereunderHolders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders Holder of 100% of each outstanding Security affected thereby (i) extend the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date fixed Maturity of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing ofSecurity, or reduce the payments to be made on rate of interest or in respect ofextend the time of payment of interest, if any, thereon or reduce the Mortgage Loans, the Mortgaged Properties principal thereof or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreementstime during which premium is payable thereon, or change make the principal thereof or any premium or interest thereon payable in any coin or currency other than that provided in which the securities or reduce the amount of the principal of any Note an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.01 or interest thereon is payablethe amount thereof provable in bankruptcy pursuant to Section 7.02 without the consent of the Holder of each Security so affected, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
(4ii) reduce the percentage in principal amount at Stated Maturity of the then Aggregate Series Principal Balanceoutstanding Securities, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendmentindenture, or the consent of whose Noteholders Holders is required for any waiver of compliance with certain provisions hereof or of certain defaults under any Transaction Document hereunder and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in or (iii) modify any provision of this Section 11.02 or Section 7.07 hereof except to increase any such percentage or to provide certain other provisions of this Indenture cannot be modified or waived without the Property Management Agreement, in consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any Property Transfer Agreement covenant or in any Mortgage, deprive the other provision of this Indenture Trustee of which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon the request of the Company, accompanied by a first priority security interest copy of a resolution 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 Holders of such series as aforesaid, the Trustee shall join with the Company in the Collateral;
(7) modify Section 2.11; or
(8) release from execution of such supplemental indenture unless such supplemental indenture affects the lien of this IndentureTrustee's own rights, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted duties or immunities under this IndentureIndenture or otherwise, in which case the Property Management Agreement or Trustee may in its discretion, but shall not be obligated to, enter into such Mortgage) all or any part of the Collateral Poolsupplemental indenture. It shall not be necessary for the consent of the Noteholders Holders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 2 contracts
Samples: Indenture (Equistar Funding Corp), Indenture (Lyondell Petrochemical Co)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause adversely affect the tax characterization of the Notes or any Class of Related Series Notes of any Series that was characterized as debt at the time of its issuance, (y) cause any Issuers or applicable Co-Issuers to classified as of the applicable Series Closing Date to be characterized other than an “association” taxable as indebtedness for U.S. federal income tax purposesa corporation, a “publicly traded partnership” taxable as a corporation or as a taxable mortgage pool that is taxable as a corporation, and (iiz) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder, any holder of Related Series Notes or any of the Issuers or applicable Co-Issuers without the express written consent of any outstanding affected Noteholders of holders of Related Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporationNotes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Outstanding Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indenture, the applicable Property Transfer Agreement Indenture and the applicable Mortgage and (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part portion of the Collateral PoolCollateral. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement. Notwithstanding anything herein to the contrary, amendments or waivers affecting the rights of the holders of the Variable Funding Notes will also require the consent of the VFN Administrative Agent.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with the consent of the Controlling Party of each Series, and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
(4) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries (in the case of any Insurer Default that has occurred and is continuing, a decision of the holders of not less than 66 2/3% of the Aggregate Series Principal Balance will be necessary with respect to any actions to be taken by such Controlling Parties), and 20 days’ prior written notice to the Rating Agencies, the respective parties to the agreements listed below Transaction Documents may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received a Tax Opinion and an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for federal income tax purposes or (ii) cause or constitute an event in which any U.S. federal income tax purposes, and (ii) cause gain or loss would be recognized by any of Noteholder or the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporationIssuer; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any a Legal Final Payment Date or Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer any Purchase and Sale Agreements, or ;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable a Legal Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any the Issuer to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement Purchase and Sale Agreements or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the CollateralCollateral included in the Collateral Pool;
(79) modify Section 2.112.11 of this Indenture; or
(8) 10) release from the lien of any Mortgage or this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage Indenture (except as specifically permitted under this Indenture, the Property Management Agreement Agreement, any Purchase and Sale Agreements or such the related Mortgage) all or any part portion of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents above agreements may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 10 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will (x) will not (i) cause any adversely affect the tax characterization of the Class of Notes of any outstanding Series that was characterized as debt as at the time of the applicable Series Closing Date to be characterized other than as indebtedness its issuance for U.S. federal income tax purposes, and (iiy) will not cause any of the Issuers of any outstanding Series to be treated as an associationassociation that is taxable as a corporation, a publicly-traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, for U.S. federal income tax purposes, and (z) will not cause or constitute an event in which any U.S. federal income tax gain or loss would be recognized by any Noteholder or any of the Issuers of any outstanding Series; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of Collateral included in the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.;
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with of Noteholders --------------------------------------------------- With the consent of the Controlling Party Holders of more than 51% of aggregate Outstanding Note Balance of each Seriesclass of Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below Trustee may enter into one or more supplemental indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto to, or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or of, this Indenture modifying in any manner the rights of the Holders of the Notes under this Indenture; provided that, unless the unanimous consent -------- of the Noteholders hereunder is received, such action shall not result in a reduction or thereunderwithdrawal of the then current rating on any class of Notes as confirmed by DCR in writing, in form satisfactory to the Trustee; provided, and provided further that no -------- such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section mayshall, without the consent of the Noteholders all Holders of 100% each class of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Outstanding Note Principal Balance of a Note, the Class Principal Balance of any Class Note or the Note Interest Rate thereon or change the amount or priority or time of Notesany payment on any Note or any place of payment where, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the coin or currency in which the principal of which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on payment; or
(2) impair or after adversely affect the applicable Legal Final Payment Date;Trust Estate except as otherwise permitted herein; or
(3) modify or alter the provisions of the definition of the term "Outstanding"; or
(4) reduce modify or alter the percentage provisions of the then Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;proviso to Section 6.3; or
(5) change modify any obligation of the provisions of this Section 9.2 or any provision herein requiring the consent, waiver, approval or Act of the Holder or Holders of any Issuer to maintain an office or agency in particular amount of the places and for the purposes specified in the Indenture;Outstanding Note Balance of any Class of Notes; or
(6) except as otherwise expressly provided in permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture, in Indenture with respect to any part of a Trust Estate or terminate the Property Management Agreement, in lien of this Indenture on any Property Transfer Agreement property at any time subject hereto or in any Mortgage, deprive the Indenture Trustee Holder of any Note of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from afforded by the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Pool. It shall not be necessary for the consent any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to this Section, but it the Company shall be sufficient if such consent shall approve mail to DCR and each Noteholder a notice setting forth in general terms the substance thereofof such supplemental indenture together with a copy of such supplemental indenture. Notwithstanding anything to the contrary in this Indenture, none Any failure of the above-referenced Transaction Documents may be amended without Company to mail such notice and copy, or any defect therein, shall not, however, in any way impair or affect the consent validity of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreementsupplemental indenture.
Appears in 1 contract
Samples: Indenture (Sunterra Corp)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranties or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause any Class of Notes adversely affect the tax characterization of any Series that was characterized outstanding Notes treated as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiy) cause the Issuer, or any of the Issuers of any outstanding Series portion thereof, to be treated classified as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporation, and as a “taxable mortgage pool”, or (z) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder, or any of the Issuer without the express written consent of any affected Noteholders of holders of Notes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Notes then Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage LoansPledged Securities, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, in the Property Management Agreement Owner Guaranty or in the Property Transfer Agreements, or Management Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal BalanceBalance then Outstanding, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any the Issuer to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management AgreementOwner Guaranty, in any the Property Transfer Management Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Issuer Collateral or Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.; or
Appears in 1 contract
Samples: Master Indenture (Cim Real Estate Finance Trust, Inc.)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party Holders of each Seriesnot less than a majority of the aggregate principal amount of the Outstanding Notes, by Act of said Holders delivered to the Issuer and the Trustees, the Issuer when authorized by a Directors' Resolution, and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below Trustee may enter into one an indenture or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture, the Notes or thereof any of the Security Documents or of modifying in any manner the rights of the Noteholders hereunder Holders under this Indenture, the Notes or thereunderany of the Security Documents; provided, provided that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section mayshall, without the consent of the Noteholders Holder of 100% of the Aggregate Series Principal Balance of the each Outstanding Notes Note affected thereby:
(1a) change any Legal Final Payment Date or the Payment Date Stated Maturity of any principal, installment of principal of or interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties principal amount thereof or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreementsrate of interest thereon, or change the coin or currency in which the principal of any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Legal Final Payment Redemption Date);
(4b) reduce alter the percentage in principal amount of the then Aggregate Series Principal BalanceOutstanding Notes, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendmentindenture, or the consent of whose Noteholders Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults under any Transaction Document hereunder and their consequences consequences) provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from c) modify or affect in any manner adverse to the lien of this Indenture, Holders the applicable Property Transfer Agreement terms and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part conditions of the Collateral PoolIssuer in respect of the due and punctual payment of any principal of or interest on the Notes. It shall not be necessary for the consent any Act of the Noteholders Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01of --------------------------------------- Noteholders. The Note Issuer and the Note Trustee, when authorized by an ------------ Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Controlling Party Holders of not less than a majority of the Outstanding Amount of the Notes of each SeriesSeries or Class to be affected, and 20 days’ prior written notice by Act of such Holders delivered to the Rating AgenciesNote Issuer and the Note Trustee, the parties to the agreements listed below may enter into one an indenture or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto to, or thereto, changing in any manner or eliminating any of the provisions hereof of, this Indenture or thereof or of modifying in any manner the rights of the Noteholders hereunder or thereunderHolders of the Notes under this Indenture; provided, however, that -------- ------- no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section mayshall, without the consent of the Noteholders Holder of 100% each Outstanding Note of the Aggregate each Series Principal Balance of the Outstanding Notes or Class affected thereby:
(1i) change any Legal Final Payment Date or the Payment Date date of payment of any principalinstallment of principal of or premium, if any, or interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments principal amount thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the related applicable Series Supplement relating to be made on the application of collections on, or in respect the proceeds of the sale of, the Mortgage LoansCollateral to payment of principal of or premium, if any, or interest on the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer AgreementsNotes, or change any place of payment where, or the coin or currency in which the principal of 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 payment amount due on the Notes on or after the applicable Legal Final Payment 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);
(4ii) reduce the percentage of the then Aggregate Outstanding Amount of the Notes or of a Series Principal Balanceor Class thereof, the consent of whose Noteholders the Holders of which is required for any such supplemental indenture or amendmentindenture, or the consent of whose Noteholders the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults under any Transaction Document hereunder and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the this Indenture;
(6iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding";
(iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Note Trustee to direct the Note Issuer to sell or liquidate the Collateral pursuant to Section 5.04;
(v) 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;
(vi) modify any of the provisions of this Indenture in such manner as otherwise expressly provided in this Indentureto affect the calculation of the amount of any payment of interest, in principal or premium, if any, due 77 on any Note on any Payment Date (including the Property Management Agreement, in calculation of any Property Transfer Agreement of the individual components of such calculation) or in any Mortgage, deprive to affect the Indenture Trustee rights of the Holders of Notes to the benefit of a first priority security interest in any provisions for the Collateral;
(7) modify Section 2.11mandatory redemption of the Notes contained herein; or
(8) release from vii) 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 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, the applicable Property Transfer Agreement whether theretofore or thereafter authenticated and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or delivered hereunder. The Note Trustee shall not be liable for any such Mortgage) all or any part of the Collateral Pooldetermination made in good faith. It shall not be necessary for the consent 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 consent Act shall approve the substance thereof. Notwithstanding anything Promptly after the execution by the Note Issuer and the Note Trustee of any supplemental indenture pursuant to this Section, the Note Issuer shall mail to the contrary in this Indenture, none Rating Agencies and the Holders of the above-referenced Transaction Documents may be amended without Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the consent substance of such supplemental indenture. Any failure of the Property ManagerNote Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless validity of whether any such person is a party to such agreementsupplemental indenture.
Appears in 1 contract
Samples: Indenture (Sdg&e Funding LLC a De Limited Liability Co)
Supplemental Indentures With Consent. Without limiting Section 8.01, with of Securityholders. ------------------ With the consent (evidenced as provided in Section 7.01) of the Controlling Party holders of each Seriesnot less than a majority in aggregate principal amount of the Debt Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class), the Company, when authorized by a Board Resolution, and 20 days’ prior written notice the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the Rating Agenciesprovisions of the Trust Indenture Act, the parties then in effect, applicable to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document qualified thereunder) for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof of any supplemental indenture or of modifying in any manner the rights of the Noteholders hereunder or thereunderholders of the Debt Securities of each series so affected; provided, -------- however, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without ------- the consent of the Noteholders holders of 100% of each Debt Security then outstanding and affected thereby (i) extend the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date fixed maturity of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance Debt Security of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing ofseries, or reduce the payments to be made on principal amount thereof or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreementsany premium thereon, or change reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in which the Debt Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Note or interest thereon is payable, Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to institute suit consent to any such supplemental indenture; provided, -------- further, that if the Debt Securities of such series are held by a ------- Mercantile Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Mercantile Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the enforcement benefit of one or more particular series of Debt Securities, or which modifies the rights of Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders of any other series. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such payment on or after supplemental indenture, and upon the applicable Legal Final Payment Date;
(4) reduce filing with the percentage Trustee of the then Aggregate Series Principal Balance, evidence of the consent of whose Noteholders is required for Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustees own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Debt Security Register. Any failure of the 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 or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Poolindenture. It shall not be necessary for the consent of the Noteholders Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries (in the case of any Insurer Default that has occurred and is continuing, a decision of the Holders of not less than 66 2/3% of the Aggregate Series Principal Balance will be necessary with respect to any actions to be taken by such Controlling Parties), and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the any Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for federal income tax purposes or (ii) cause or constitute an event in which any U.S. federal income tax purposes, and (ii) cause gain or loss would be recognized by any of the Issuers of Noteholder or any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporationIssuer; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any a Legal Final Payment Date or Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or any Purchase and Sale Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable a Legal Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Purchase and Sale Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the CollateralCollateral included in the Collateral Pool;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indentureany Mortgage, the applicable Property Transfer related Purchase and Sale Agreement and the applicable Mortgage this Indenture (except as specifically permitted under this Indenture, the Property Management Agreement, the related Purchase and Sale Agreement or such the related Mortgage) all or any part portion of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause any Class of Notes adversely affect the tax characterization of any Series outstanding Notes that was characterized as debt at the time of its issuance are treated as of the applicable Series Closing Date to be characterized other than as indebtedness debt for U.S. federal income tax purposes, and (iiy) cause any of the Issuers of any outstanding Series not otherwise treated as a corporation for U.S. federal income tax purposes to be treated as an association, a publicly-traded partnership or a taxable mortgage pool “association taxable as a corporation” or “publicly traded partnership” , and none of the Issuers (or portion thereof) will be characterized as a “taxable mortgage pool”, and (z) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder or any of the Issuers without the express written consent of any affected Noteholders; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Outstanding Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indenture, the applicable Property Transfer Agreement Indenture and the applicable Mortgage and (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part portion of the Collateral PoolCollateral. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each Series, and 20 days’ prior written notice to the Rating AgenciesRequisite Majority, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Outstanding Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal the Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, Note or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Mortgage Loans, except as provided in this Indenture, in the Property Management Agreement Indenture or in the Property any Asset Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Outstanding Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any the Issuer to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement Indenture or in any MortgageAsset Transfer Agreement, deprive the Indenture Trustee of the benefit of a first priority security interest in the CollateralCollateral included in the Collateral Pool;
(79) modify Section 2.112.15; or
(8) 10) release from the lien of this Indenture, the applicable Property any Asset Transfer Agreement and the applicable Mortgage this Indenture (except as specifically permitted under this Indenture, the Property Management Agreement Indenture or such MortgageAsset Transfer Agreement) all or any part portion of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries (in the case of any Insurer Default that has occurred and is continuing, a decision of the Holders of not less than 66 2/3% of the Aggregate Series Principal Balance will be necessary with respect to any actions to be taken by such Controlling Parties), and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the any Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee and-each Insurer shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for federal income tax purposes or (ii) cause or constitute an event in which any U.S. federal income tax purposes, and (ii) cause gain or loss would be recognized by any of the Issuers of Noteholder or any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporationIssuer; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any a Legal Final Payment Date or Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or any Purchase and Sale Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable;
(5) impair, or impair the right to institute suit for the enforcement of any such payment on or after the applicable a Legal Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Purchase and Sale Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the CollateralCollateral included in the Collateral Pool;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indentureany Mortgage, the applicable Property Transfer related Purchase and Sale Agreement and the applicable Mortgage this Indenture (except as specifically permitted under this Indenture, the Property Management Agreement, the related Purchase and Sale Agreement or such the related Mortgage) all or any part portion of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause the imposition of a tax on any of the Issuers, (y) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiz) cause any of the Issuers Notes of any outstanding Series to be treated as an association, deemed to have been exchanged for a publiclynew debt instrument pursuant to Treasury Regulation Section 1.1001-traded partnership or a taxable mortgage pool taxable as a corporation3; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the CollateralCollateral included in the Collateral Pool;
(79) modify Section 2.11; or
(8) 10) release from the lien of any Mortgage and this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage Indenture (except as specifically permitted under this Indenture, the Property Management Agreement or such the related Mortgage) all or any part portion of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Additionally, in connection with any sale of the Class B Notes to an unaffiliated third party investor, the Note Rate and the Post-ARD Spread of such Class B Notes may be reset upon the delivery of an Issuer Order executed by the Issuers and delivered to the Indenture Trustee and subject to the satisfaction of such other conditions as may be specified in the applicable Series Supplement; provided, that in no event shall such Note Rate exceed the Note Rate applicable to the Class B Notes on the related Series Closing Date. For the avoidance of doubt, except as otherwise specified in the applicable Series Supplement, the reset Note Rate shall not require the consent of the Noteholders and shall not be conditioned upon prior notice to any party, including the Rating Agency. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with of --------------------------------------- Securityholders. --------------- With the consent (evidenced as provided in Section 7.01) of the Controlling Party holders of each Seriesnot less than a majority in aggregate principal amount of the Debt Securities at the time outstanding of all series affected by such supplemental indenture (voting as a class), the Company, when authorized by a Board Resolution, and 20 days’ prior written notice the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the Rating Agenciesprovisions of the Trust Indenture Act, the parties then in effect, applicable to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document qualified thereunder) for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof of any supplemental indenture or of modifying in any manner the rights of the Noteholders hereunder or thereunderholders of the Debt Securities of each series so affected; provided, however, -------- ------- that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders holders of 100% of each Debt Security then outstanding and affected thereby (i) extend the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date fixed maturity of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance Debt Security of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing ofseries, or reduce the payments to be made on principal amount thereof or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreementsany premium thereon, or change reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest or premium thereon payable in any coin or currency other than that provided in which the Debt Securities, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or impair or affect the right of any Note or interest thereon is payable, Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the holder, or (ii) reduce the aforesaid percentage of Debt Securities the holders of which are required to institute suit consent to any such supplemental indenture; provided, -------- further, that if the Debt Securities of such series are held by a ------- Leucadia Trust or a trustee of such trust, such supplemental indenture shall not be effective until the holders of a majority in liquidation preference of Trust Securities of the applicable Trust shall have consented to such supplemental indenture; provided further, that if the consent of the Securityholder of each outstanding Debt Security is required, such supplemental indenture shall not be effective until each holder of the Trust Securities of the applicable Leucadia Trust shall have consented to such supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the enforcement benefit of one or more particular series of Debt Securities, or which modifies the rights of Securityholders of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture or the Securityholders of any other series. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such payment on or after supplemental indenture, and upon the applicable Legal Final Payment Date;
(4) reduce filing with the percentage Trustee of the then Aggregate Series Principal Balance, evidence of the consent of whose Noteholders is required for Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Debt Security Register. Any failure of the 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 or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of the Collateral Poolindenture. It shall not be necessary for the consent of the Noteholders Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Samples: Indenture (Leucadia Capital Trust I)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 10 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause the imposition of a tax on any Class of Notes of any Series that was characterized as debt as of the applicable Issuers, (y) cause the Notes or any Related Series Closing Date Notes to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiz) cause any of the Issuers of Notes or any outstanding related Series Notes to be treated as an association, deemed to have been exchanged for a publiclynew debt instrument pursuant to Treasury Regulation Section 1.1001-traded partnership or a taxable mortgage pool taxable as a corporation3; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a Note, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any);
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part of Collateral included in the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.;
Appears in 1 contract
Supplemental Indentures With Consent. Without limiting Section 8.01, with OF THE CONTROLLING NOTE PURCHASER AND THE MAJORITY NOTEHOLDERS OF THE HIGHEST PRIORITY CLASS.
(a) With the prior written consent of the Controlling Party Note Purchaser and the Majority Noteholders of each Series, and 20 days’ prior written notice to the Rating AgenciesHighest Priority Class, the parties Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to the agreements listed below time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture (other than the Pledged Subordinate Securities), or better to assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (other than the Pledged Subordinate Securities), or to subject to the lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of any class of Noteholders and any Note Purchaser, or to surrender any right or power herein conferred upon the Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of any Note Purchaser or any Noteholder; or
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) With the prior written consent of the Class B Note Purchasers and the Class B Majority Noteholders, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more amendments hereto or indentures supplemental hereto, in form satisfactory to the NotesTrustee, to correct or amplify the description of the Pledged Subordinate Securities, or better to assure, convey and confirm unto the Trustee the Pledged Subordinate Securities. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(c) With the prior written consent of the Bear Indenture Trustee, the Property Management Class B note purchasers and the Class B majority noteholders under the Bear Basic Documents and subject to the prior Lien Granted pursuant to Granting Clause I of this Indenture and to the terms and provisions of the Intercreditor Agreement, the Property Transfer AgreementsIssuer and the 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 satisfactory to the Environmental Indemnity AgreementTrustee, to correct or amplify the Performance Undertaking description of the UBS Cross Collateral, or better to assure, convey and confirm unto the Trustee the UBS Cross Collateral. The Trustee is hereby authorized to join in the execution of any other Transaction Document such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(d) The Issuer and the Trustee, when authorized by an Issuer Order, may, also with the consent of the Controlling Note Purchaser and the Majority Noteholders of the Highest Priority Class, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions hereto to, or thereto, changing in any manner or eliminating any of the provisions hereof of, this Indenture or thereof or of modifying in any manner the rights of the Noteholders hereunder any Note Purchaser or thereunderany Noteholder under this Indenture; provided, however, that no such supplemental indenture or amendment action shall be effective unless the Indenture Trustee shall have first received not, as evidenced by an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposesCounsel, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Final Payment Date;
(4) reduce the percentage of the then Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for adversely affect in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation material respect the interests of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement such Note Purchaser or such Mortgage) all or any part of the Collateral Pool. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreementNoteholder.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with of the ------------------------------------------- Debentureholders. With the consent (evidenced as provided in Section 10.1) of ---------------- the holders of not less than a majority in aggregate principal amount of the Controlling Party of each SeriesDebentures at the time Outstanding, the Company, when authorized by Board Resolutions, and 20 days’ prior written notice the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the Rating Agencies, provisions of the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document Trust Indenture Act as then in effect) for the purpose of adding any provisions hereto to or thereto, changing in any manner or eliminating any of the provisions hereof of this Indenture or thereof of any supplemental indenture or of modifying in any manner not covered by Section
11.1 the rights of the Noteholders hereunder or thereunderholders of the Debentures under this Indenture; provided, however, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders holders of 100% of the Aggregate Series Principal Balance of the each Debenture then Outstanding Notes and affected thereby:
, (1a) change any Legal Final Payment Date or extend the Payment Date fixed maturity of any principalDebentures, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, or other amount on any Note;
limit the right of a holder of Preferred Securities to institute and prosecute a Direct Action or (2b) reduce the Note Principal Balance aforesaid percentage of a NoteDebentures, the Class Principal Balance holders of any Class of Notes, or the applicable Note Rate;
(3) authorize the Indenture Trustee which are required to agree consent to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or change the coin or currency in which the principal of any Note or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on supplemental indenture; provided further, that if the Debentures are held by the Trust or after the applicable Legal Final Payment Date;
(4) reduce the percentage a trustee of the then Aggregate Series Principal BalanceTrust, such supplemental indenture shall not be effective until the holders of at least a majority in liquidation preference of Trust Securities of the Trust shall have consented to such supplemental indenture; provided further, that if the Debentures are held by the Trust or a trustee of the Trust and if the consent of whose Noteholders the holder of each Outstanding Debenture is required for any required, such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document and their consequences provided for in any Transaction Document, or for any other reason under any Transaction Document;
(5) change any obligation of any Issuer to maintain an office or agency in the places and for the purposes specified in the Indenture;
(6) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee shall not be effective until each holder of the benefit of a first priority security interest in the Collateral;
(7) modify Section 2.11; or
(8) release from the lien of this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part Trust Securities of the Collateral PoolTrust shall have consented to such supplemental indenture. It shall not be necessary for the consent of the Noteholders Debentureholders affected thereby under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each Series, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreementany Mortgage, the Performance Undertaking Support Agreement or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause any Class of Notes adversely affect the tax characterization of any Series Note that was characterized as debt as at the time of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, and (iiy) cause any of the Issuers of any outstanding Series to be treated as an associationassociation that is taxable as a corporation, a publicly-publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, and (z) cause or constitute an event in which any tax gain or loss would be recognized by any Noteholder or any Issuers for federal income tax purposes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:
(1) change any Legal a Rated Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Outstanding Principal Balance of a NoteBalance, the Class Principal Balance of any Class of Notes, applicable Note Rate or the applicable Note RatePost-ARD Additional Interest Rate (if any) with respect to any Note;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Owned Properties or the Leases Leases, except as provided in this Indenture, Indenture or in the Property Management Agreement or in the Property Transfer Agreements, or Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal a Rated Final Payment Date;
(46) reduce the percentage of the then Outstanding Aggregate Series Principal Balance, the consent of whose Noteholders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any Issuer the Issuers to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(79) modify Section 2.11; or
(8) 10) release from the lien of this Indenture, the applicable Property Transfer Agreement Indenture and the applicable Mortgage and (except as specifically permitted under this Indenture, the Property Management Agreement or such Mortgage) all or any part portion of the Collateral PoolCollateral. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
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Samples: Master Indenture (Essential Properties Realty Trust, Inc.)
Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party Insurer (so long as no Insurer Default has occurred and is continuing) or, if any Insurer Default has occurred and is continuing, the Noteholders of each Seriesnot less than 66 2/3% of the Aggregate Note Principal Balance, and 20 days’ prior written notice to the Rating Agencies, the parties to Issuer and the agreements listed below Indenture Trustee may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer AgreementsSale and Contribution Agreement, the Environmental Indemnity Agreement, Agreement or the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, provided that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee and the Insurer shall have first received an Opinion opinion of Counsel counsel to the effect that such amendment will not (i) cause the imposition of a tax on the Issuer, (ii) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and purposes or (iiiii) cause any of the Issuers of any outstanding Series Notes to be treated as an association, deemed to have been exchanged for a publiclynew debt instrument pursuant to Treasury Regulation §1.001-traded partnership or a taxable mortgage pool taxable as a corporation3; and provided, further, provided further that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series aggregate Note Principal Balance of the Outstanding Notes affected thereby:,
(1) change any Legal the Scheduled Final Payment Date or the Payment Date of any principal, interest or other amount on any Note;
(2) reduce the Note Principal Balance of a Note, the Class Principal Balance of any Class of Notes, or the applicable Note RateRate herein;
(3) authorize the Indenture Trustee to agree to delay the timing of, or reduce the payments to be made on or in respect of, the Mortgage Loans, the Mortgaged Properties or the Leases Leases, except as provided in this Indenture, in the Property Management Agreement or in the Property Transfer Agreements, or Sale and Contribution Agreement;
(4) change the coin or currency in which the principal of any Note or interest thereon is payable, or ;
(5) impair the right to institute suit for the enforcement of any such payment on or after the applicable Legal Scheduled Final Payment Date;
(46) reduce the percentage of the then Aggregate Series Note Principal Balance, the consent of whose Noteholders Holders is required for any such supplemental indenture or amendment, or the consent of whose Noteholders Holders is required for any waiver of defaults under any Transaction Document this Indenture and their consequences provided for in any Transaction Documentthis Indenture, or for any other reason under any Transaction Documentthis Indenture;
(57) change any obligation of any the Issuer to maintain an office or agency in the places and for the purposes specified set forth in the this Indenture;
(6) 8) except as otherwise expressly provided in this Indenture, in the Property Management Agreement, in any Property Transfer Agreement or in any Mortgage, deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(79) modify Section 2.112.11 of this Indenture; or
(8) 10) release from the lien of the Mortgages or this Indenture, the applicable Property Transfer Agreement and the applicable Mortgage Indenture (except as specifically permitted under this Indenture, the Property Management Agreement or such the related Mortgage) all or any part of the Collateral PoolCollateral. It shall not be necessary for 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 consent shall approve the substance thereof. Notwithstanding anything to the contrary in this Indenture, none of the above-referenced Transaction Documents may be amended without the consent of the Property Manager, the Special Servicer or the Back-Up Manager, as applicable, if such person would be materially adversely affected by such amendment, regardless of whether any such person is a party to such agreement.
Appears in 1 contract
Samples: Indenture (Trustreet Properties Inc)
